Common use of Representations and Warranties of the Parties Clause in Contracts

Representations and Warranties of the Parties. Each Party represents and warrants to and in favor of the other Party, that: (a) it is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary; (b) it has all requisite power and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement and to carry on its business as now being conducted and as proposed to be conducted under this Agreement; (c) it has the requisite power and authority to execute, deliver and perform its obligations under this Agreement; (d) it has duly authorized, executed and delivered this Agreement, and neither its execution and delivery hereof nor its consummation of the transactions contemplated hereby nor its compliance with the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtained; (e) this Agreement is its legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or the validity or enforceability, of this Agreement; and (g) it will be able to deliver and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, or any other representations or warranties made by the Warranting Party under this Agreement.

Representations and Warranties of the Parties. Each Party party to this Agreement covenants, represents and warrants to and in favor each other party as of the other Party, date hereof that: (a) it is a corporation limited partnership or limited liability company, as the case may be, duly organized, organized and validly existing and in good standing under the laws of its the state of incorporation; its formation and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary; (b) it has all requisite power full capacity and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement enter into this Agreement and to carry on perform its business as now being conducted obligations and as proposed duties and to be conducted provide the services required of it under this Agreement; (b) this Agreement has been duly and validly authorized, executed and delivered on behalf of such party and is a valid and binding agreement of such party enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting rights of creditors, and the party will deliver to any other party hereto such evidence of such authority as such other party may reasonably request, whether by way of a certified resolution or otherwise; (c) it has the requisite power and authority terms of this Agreement do not violate any material obligation by which such party is bound, whether arising by contract, operation of law or otherwise, the violation of which would have a material adverse effect on the Company or the Manager or the ability of such party to execute, deliver and perform its obligations and duties and to provide the services required of it under this Agreement; (d) it has duly authorizedobtained or made all material governmental approvals or registrations or licenses required under applicable law to authorize the performance of its obligations under this Agreement, executed except for failures to be so approved, registered or licensed that could not, individually or in the aggregate, have a material adverse effect on the Company or the Manager or on the ability of such party to perform its obligations and delivered duties and to provide the services required of it under this Agreement, and neither its execution and delivery hereof nor its consummation it is not aware of the transactions contemplated hereby nor its compliance with the terms hereof any legal or performance of financial impediments to performing its obligations hereunder (i) does or will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon under this Agreement that it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtaineddisclosed in writing to the other party; (e) it has or shall promptly obtain all required trained personnel that it reasonably determines to be necessary or appropriate to perform its obligations under this Agreement is its legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)Agreement; (f) there it owns or is no actionlicensed or sublicensed or has a right to use software programs and data processing hardware that are necessary for it to perform its obligations under this Agreement, suitand to the best of its knowledge such software programs and data processing hardware do not infringe upon or constitute an infringement on or misappropriation of any valid United States patent, proceedingcopyright, inquiry trademark, trade secret or investigationother proprietary rights of any third party. During the term of this Agreement, to the extent that it does not own, license, sublicense or have a contractual right to such software necessary to perform its obligations under this Agreement, it will purchase, license, sublicense or obtain right to use such software at law its own expense; (g) to its knowledge, it is not on any Federal excluded parties, debarment, or in equity, before or by suspension lists; (h) it is not subject to any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting contemplated current enforcement actions that are likely to materially impair its execution, delivery or performanceability to provide the services contemplated under this Agreement, or that are likely to pose a material reputational risk to the validity Company or enforceability, of each other party in performing its obligations under this Agreement; and (gi) if doing business with the Treasury or another Federal agency, it is not, and will be able to deliver not during the term of this Agreement be, in any kind of probationary status, and sellis, or receive and buywill during the term of this Agreement be, as applicable, Seller's Gas addressing and resolving any identified deficiencies in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, or any other representations or warranties made by the Warranting Party under this Agreementperformance.

Representations and Warranties of the Parties. Each Party 5.1 The seller represents and warrants to the Purchasers and the Founders that, except as otherwise specified, as at the date of this Agreement and at the Payment Date: (a) The Seller is the legal owner of, and is entitled to and will sell and transfer the full legal ownership in favor 6,000,000 shares of the Sale Shares, and it can procure the transfer of the legal ownership of, such shares, in all cases free from all Encumbrances and, upon delivery of such shares by it to the Purchasers, such shares will have no restrictions on transferability and no person will have any pre-emptive or other Partyrights with respect to such shares; and (b) there is no litigation, thatsuit, claim, action or any judicial or administrative proceeding, hearing or investigation pending or, to the knowledge of the Seller, threatened in writing against the Seller or affecting its assets before any court, arbitrator, governmental or administrative agency or regulatory authority (whether federal, state, county, local or foreign) which would prevent the consummation of the sale and purchase of the Sale Shares contemplated in this Agreement. (c) It is an entity duly formed and validly existing under the laws of the jurisdiction of its formation, with the requisite power and authority to enter into and to consummate the transactions contemplated in this Agreement. (d) The execution and delivery of this Agreement by the Seller and the consummation by it of the transactions contemplated in this Agreement have been duly authorized by all necessary action on the part of the Seller and no further action is required by the Seller. 5.2 Each Founder represents and warrants to the Seller that as at the date of this Agreement, the Payment Date and the Completion: (a) he is a citizen of the People's Republic of China; (b) he has full capacity to enter into this Agreement under the laws of all applicable jurisdictions and that no steps or proceeding has been taken to restrict his ability or legal capacity to enter into this Agreement or would require the approval of a third party or a governmental authority for him to enter into this Agreement; and (c) this Agreement has been duly executed and delivered by him and is a binding and valid agreement of his enforceable in accordance with its terms. 5.3 Each Purchaser represents and warrants to the Seller that as at the date of this Agreement, the Payment Date and the Completion: (a) it is a corporation limited liability company duly organizedincorporated, validly existing and in good standing under the laws of the British Virgin Islands with full power to enter into, exercise its state of incorporation; and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary; (b) it has all requisite power and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement and to carry on its business as now being conducted and as proposed to be conducted under this Agreement; (c) it has the requisite power and authority to execute, deliver rights and perform its obligations under this Agreement; (db) it has duly authorized, executed in full force and delivered effect all authorizations necessary to enter into this Agreement, observe its obligations under this Agreement and neither allow its execution and delivery hereof nor obligations hereunder to be enforced; (c) its consummation entry into, exercise of the transactions contemplated hereby nor its compliance with the terms hereof or rights and/or performance of its obligations hereunder (i) does under this Agreement do not and shall not contravene, or will contravene exceed any of its organizational documents or, in any material respect, any law, statute borrowing or other legal requirement applicable to power or binding upon it restriction granted or its properties; (ii) does or will contravene or result in imposed by any material breach of or constitute any material default under any agreement or instrument law to which it is subject nor the Company's Memorandum or Articles of Association or other constitutional documents nor any other agreement to which the Company is a party party, or by which it is binding on the Company or the Company's assets, or would result in the existence of, or oblige the Company to create, any of its properties may be bound or affectedEncumbrance over those assets; or (iii) does or will require the consent or approval of any person or entity that has not already been obtained;and (ed) this Agreement has been duly executed and delivered by it and is its legal, a binding and valid and binding obligation, agreement of such Purchaser enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' . 5.4 The rights and subject to general equitable principles remedies of (regardless of whether such enforceability is considered a) the Founders and the Purchasers in a proceeding in equity or at law); (f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or the validity or enforceability, of this Agreement; and (g) it will be able to deliver and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any respect of the foregoing warranties, or any other representations or and warranties made by the Warranting Party under this AgreementSeller in Clause 5.1, (b) the Seller in respect of the representations and warranties made by the Founders in Clause 5.2, and (c) the Seller in respect of the representations and warranties made by the Purchaser in Clause 5.3 shall survive Completion.

Representations and Warranties of the Parties. Each Party hereby severally represents and warrants to and in favor the other Parties, as of the other PartyReorganization Effective Time, thatas follows: (a) it if such Party is a corporation an entity, such Party is duly organized, validly existing and in good standing under the laws of its state of incorporation; and is duly qualified, authorized to do business and in good standing in each the jurisdiction where the character of its properties incorporation or the nature of its activities makes such qualification necessaryformation; (b) it if such Party is an entity, such Party has all requisite full corporate or limited liability company (as applicable) power and authority to own or hold under lease or easement execute and operate deliver this Agreement and each of the property agreements attached hereto to which it purports is a party, to own or hold under lease or easement and to carry on its business as now being conducted and as proposed to be conducted under this Agreement; (c) it has the requisite power and authority to execute, deliver and perform its obligations under hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. If such Party is an entity, the execution, delivery and performance by such Party of this AgreementAgreement and each of the each of the agreements attached hereto to which it is a party, and the consummation by such Party of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate or limited liability company (as applicable) action; (dc) it this Agreement has been, and each of the agreements attached hereto to which such Party is a party have been, duly authorized, executed and delivered by such Party and, assuming due execution and delivery by each of the other parties hereto and thereto, this Agreement constitutes, and each of the agreements attached hereto to which such Party is a party constitute, the legal, valid and binding obligations of such Party, enforceable against such Party in accordance with their respective terms; d) the execution, delivery and performance by such Party of this Agreement, and neither its execution each of the agreements attached hereto to which such Party is a party, and delivery hereof nor its the consummation of the transactions contemplated hereby nor its compliance with the terms hereof or performance of its obligations hereunder and thereby, do not and will not (i) does conflict with or will contravene any violate the certificate of its incorporation or bylaws or equivalent organizational documents orof such Party, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does conflict with or will contravene violate any law applicable to such Party or by which any property or asset of such Party is bound or affected, or (iii) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, require any consent of or notice to any person or entity pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any person or entity or otherwise adversely affect any rights of such Party under, or result in the creation of any material breach encumbrance on any property, asset or right of such Party pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or constitute any material default under any agreement or instrument other contract to which it such Party is a party or by which it such Party or any of its properties may be properties, assets or rights are bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtained;and (e) this Agreement such Party is its legalnot required to file, valid and binding obligationseek or obtain any notice, enforceable against it authorization, approval, order, permit or consent of or with any governmental entity or authority in accordance connection with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, and performance by such Party of this Agreement and each of the agreements attached hereto to which such Party is a party or the validity or enforceability, of this Agreement; and (g) it will be able to deliver and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any consummation of the foregoing warrantiestransactions contemplated hereby or thereby, except for such filings as may be required by any applicable federal or any other representations state securities or warranties made by the Warranting Party under this Agreement“blue sky” laws.

Representations and Warranties of the Parties. Each As of the Effective Date, each Party represents and warrants to and in favor of the other Party, Party that: : (a) it is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary; (b) it has all requisite power and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement and to carry on its business as now being conducted and as proposed to be conducted under this Agreement; (c) it Party has the requisite full power and authority to execute, deliver and perform its obligations under this Agreement; Agreement and to carry out the transactions contemplated hereby, (db) it has duly authorized, executed and delivered this Agreement, and neither its the execution and delivery hereof nor its consummation of this Agreement by such Party and the carrying out by such Party of the transactions contemplated hereby nor its have been duly authorized by all requisite corporate (or, if applicable, partnership or limited liability company) action, and this Agreement has been duly executed and delivered by such Party and constitutes the legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms hereof, subject, as to enforceability of remedies, to limitations imposed by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the enforcement of creditors’ rights generally and to general principles of equity, (c) excluding permits and other authorizations that may still be required to construct and operate the Facility, no authorization, consent, approval or order of, notice to or registration, qualification, declaration or filing with any governmental authority is required for the execution, delivery and performance by such Party of this Agreement or the carrying out by such Party of the transactions contemplated hereby, and (d) none of the execution, delivery and performance by such Party of this Agreement, the compliance with the terms hereof or performance and provisions hereof, and the carrying out of its obligations hereunder (i) does the transactions contemplated hereby, conflicts or will contravene conflict with or result in a breach or violation of any of the terms, conditions or provisions of any Law, governmental rule or regulation or the charter documents (or partnership or limited liability company operating agreement, if applicable), as amended through the Effective Date or by-laws, as amended through the Effective Date, of such Party or any applicable order, writ, injunction judgment or decree of any court or governmental authority against such Party or by which it or any of its organizational documents orproperties is bound, in or any material respectloan agreement, any lawindenture, statute mortgage, bond, note, resolution, contract or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it such Party is a party or by which it or any of its properties may be bound is bound, or affected; or (iii) does constitutes or will require constitute a default thereunder or will result in the consent or approval imposition of any person or entity that has not already been obtained; (e) this Agreement is its legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or the validity or enforceability, of this Agreement; and (g) it will be able to deliver and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of lien upon any of the foregoing warranties, or any other representations or warranties made by the Warranting Party under this Agreementits properties.

Representations and Warranties of the Parties. 5.1 Each Party Seller represents and warrants to the Purchasers and the Founders that, except as otherwise specified, as at the date of this Agreement and at the Payment Date: (a) CIPEF IV is the legal owner of, and is entitled to and will sell and transfer the full legal ownership in favor 11,613,600 shares of the Sale Shares, and it can procure the transfer of the legal ownership of, such shares, in all cases free from all Encumbrances and, upon delivery of such shares by it to the Purchasers, such shares will have no restrictions on transferability and no person will have any pre-emptive or other Partyrights with respect to such shares; and (b) CGPE IV is the legal owner of, thatand is entitled to and will sell and transfer the full legal ownership in 386,400 shares of the Sale Shares, and it can procure the transfer of the legal ownership of, such shares, in all cases free from all Encumbrances and, upon delivery of such shares by it to the Purchasers, such shares will have no restrictions on transferability and no person will have any pre-emptive or other rights with respect to such shares. (c) there is no litigation, suit, claim, action or any judicial or administrative proceeding, hearing or investigation pending or, to the knowledge of such Seller, threatened in writing against such Seller or affecting its assets before any court, arbitrator, governmental or administrative agency or regulatory authority (whether federal, state, county, local or foreign) which would prevent the consummation of the sale and purchase of the Sale Shares contemplated in this Agreement. (d) It is an entity duly formed and validly existing under the laws of the jurisdiction of its formation, with the requisite power and authority to enter into and to consummate the transactions contemplated in this Agreement. (e) The execution and delivery of this Agreement by such Seller and the consummation by it of the transactions contemplated in this Agreement have been duly authorized by all necessary action on the part of such Seller and no further action is required by the Seller. 5.2 Each Founder represents and warrants to each Seller that as at the date of this Agreement, the Payment Date and the Completion: (a) he is a citizen of the People's Republic of China; (b) he has full capacity to enter into this Agreement under the laws of all applicable jurisdictions and that no steps or proceeding has been taken to restrict his ability or legal capacity to enter into this Agreement or would require the approval of a third party or a governmental authority for him to enter into this Agreement; and (c) this Agreement has been duly executed and delivered by him and is a binding and valid agreement of his enforceable in accordance with its terms. 5.3 Each Purchaser represents and warrants to each Seller that as at the date of this Agreement, the Payment Date and the Completion: (a) it is a corporation limited liability company duly organizedincorporated, validly existing and in good standing under the laws of the British Virgin Islands with full power to enter into, exercise its state of incorporation; and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary; (b) it has all requisite power and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement and to carry on its business as now being conducted and as proposed to be conducted under this Agreement; (c) it has the requisite power and authority to execute, deliver rights and perform its obligations under this Agreement; (db) it has duly authorized, executed in full force and delivered effect all authorizations necessary to enter into this Agreement, observe its obligations under this Agreement and neither allow its execution and delivery hereof nor obligations hereunder to be enforced; (c) its consummation entry into, exercise of the transactions contemplated hereby nor its compliance with the terms hereof or rights and/or performance of its obligations hereunder (i) does under this Agreement do not and shall not contravene, or will contravene exceed any of its organizational documents or, in any material respect, any law, statute borrowing or other legal requirement applicable to power or binding upon it restriction granted or its properties; (ii) does or will contravene or result in imposed by any material breach of or constitute any material default under any agreement or instrument law to which it is subject nor the Company's Memorandum or Articles of Association or other constitutional documents nor any other agreement to which the Company is a party party, or by which it is binding on the Company or the Company's assets, or would result in the existence of, or oblige the Company to create, any of its properties may be bound or affectedEncumbrance over those assets; or (iii) does or will require the consent or approval of any person or entity that has not already been obtained;and (ed) this Agreement has been duly executed and delivered by it and is its legal, a binding and valid and binding obligation, agreement of such Purchaser enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' . 5.4 The rights and subject to general equitable principles remedies of (regardless of whether such enforceability is considered a) the Founders and the Purchasers in a proceeding in equity or at law); (f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or the validity or enforceability, of this Agreement; and (g) it will be able to deliver and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any respect of the foregoing warranties, or any other representations or and warranties made by the Warranting Party under this AgreementSellers in Clause 5.1, (b) the Sellers in respect of the representations and warranties made by the Founders in Clause 5.2, and (c) the Sellers in respect of the representations and warranties made by the Purchaser in Clause 5.3 shall survive Completion.

Representations and Warranties of the Parties. Each Party of the Parties hereby represents and warrants to and in favor of the other Party, Party that: (a) it 3.01 It is a corporation company duly organized, incorporated and validly existing and in good standing under the laws Laws of its state jurisdiction of incorporation; organization, and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary; (b) it has all requisite company power and authority to own or hold under own, lease or easement and operate the property it purports to own or hold under lease or easement its assets and properties and to carry on conduct its business as it is now being conducted and as proposed to be conducted under this Agreementconducted; (c) it 3.02 It has the all requisite power powers to enter this Agreement and authority to executeperform, deliver and perform to cause its Affiliates to perform, their respective obligations under this Agreement, and its authorized representative has the full authority to execute this Agreement on its behalf; (d) it 3.03 The execution, delivery and performance of this Agreement has been duly authorized, and validly authorized and approved by all necessary company action on its part; 3.04 This Agreement has been duly and validly executed and delivered by it and, assuming due authorization and execution by the other party hereto, constitutes, or will constitute, as applicable, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. 3.05 There are no pending or, to its knowledge, threatened, Actions challenging that validity or seeking damages in respect of this AgreementAgreement or the actions to be taken by it or its Affiliates hereunder. To its knowledge, there are no pending or threatened investigations, in each case, against it, or otherwise affecting its assets. 3.06 The execution, delivery and neither its execution performance of this Agreement and delivery hereof nor its the consummation of the transactions contemplated hereby nor its compliance do not and will not (a) conflict with or violate any provision of, or result in the terms hereof or performance breach of its obligations hereunder the Party’s organizational documents, (ib) does or will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene conflict with or result in any material violation of any provision of any Law or governmental order applicable to it or any of its properties or assets, (c) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, or result in the acceleration or trigger of any payment, posting of collateral (or right to require the posting of collateral), time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any material default under any agreement or instrument contract to which it is a party or by which it or any of its assets or properties may be bound or affected; , or (iiid) does or will require result in the consent or approval creation of any person Lien upon any of its properties or entity that has not already been obtained; (e) this Agreement is its legal, valid and binding obligation, enforceable against it in accordance with its termsassets, except to (in the extent that enforceability may be limited by applicable bankruptcycase of clauses (b), insolvency(c) or (d) above) for such violations, moratoriumconflicts, reorganization breaches or other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) there is no actiondefaults which would not, suit, proceeding, inquiry or investigation, at law individually or in equitythe aggregate, before or by any court, governmental agency, public board or body, pending or, reasonably be expected to have a material adverse effect on its knowledge, threatened against or affecting it or contesting or affecting ability to enter into and perform its execution, delivery or performance, or the validity or enforceability, of this Agreement; and (g) it will be able to deliver and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, or any other representations or warranties made by the Warranting Party obligations under this Agreement.

Representations and Warranties of the Parties. Each Party represents and warrants to and in favor each of the other PartyParties, as of the Effective Date, that: (a) it Such Party is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; and is duly qualified, authorized to do business and in good standing in each the jurisdiction where the character of its properties or incorporation and has full corporate power and authority to enter into this Agreement and to carry out the nature of its activities makes such qualification necessaryprovisions hereof; (b) it Such Party has taken all requisite corporate action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement and has full power and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement and to carry on its business as now being conducted and as proposed to be conducted under enter into this Agreement; (c) it has the requisite power and authority to execute, deliver Agreement and perform its obligations under this Agreement;; and (dc) it This Agreement has been duly authorized, executed by such Party and delivered this Agreement, and neither its execution and delivery hereof nor its consummation of the transactions contemplated hereby nor its compliance with the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it is constitutes a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtained; (e) this Agreement is its legal, valid and legally binding obligationobligation of such Party, enforceable against it in accordance with its terms, except subject to the extent that enforceability may be and limited by by: (i) applicable bankruptcy, insolvency, reorganization, moratorium, reorganization or and other similar laws affecting the enforcement of generally applicable to creditors' rights rights; and subject to general (ii) judicial discretion in the availability of equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law);relief. (fd) there Such Party is no actionnot required to obtain the consent, suitapproval, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performanceorder, or authorization of any Third Party, or complete any registration, qualification, designation, declaration or filing with, any federal, state, local, or provincial governmental authority, in connection with the validity or enforceability, execution and delivery of this Agreement and the performance by such Party of its obligations under this Agreement, including, without limitation, Confidential treatment requested by Xxxxxxx-Xxxxx Squibb Company, Xxxxxxx-Xxxxx Squibb Biologics Company and ImClone Systems Incorporated. the grant of rights to the other Parties pursuant to this Agreement, or such Party has done so (with respect to the Company, including, without limitation, that all consents, approvals and authorizations required pursuant to the Merck Agreement have been secured by the Company); and (ge) it will be able to deliver The execution and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in delivery of this Agreement. Each Party (, and the "Warranting Party") shall release, indemnify and defend the performance by such other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, or any other representations or warranties made by the Warranting Party its obligations under this Agreement, including without limitation the grant of rights to the other Parties pursuant to this Agreement, will not: (i) conflict with, nor result in any violation of or default under any such instrument, judgment, order, writ, decree, contract or provision; (ii) give rise to any event that results in the creation of any lien, charge or encumbrance upon any assets of such Party or the suspension, revocation, impairment, forfeiture or non-renewal of any material permit, license, authorization or approval that applies to such Party, its business or operations or any of its assets or properties; or (iii) conflict with any rights granted by such Party to any Third Party or breach any obligation that such Party has to any Third Party.

Representations and Warranties of the Parties. Each Party of the parties hereto hereby represents and warrants to and in favor each of the other Party, thatparties on the date hereof and as of the Closing as follows: (a) it Such party is a corporation duly organizedorganized or incorporated, validly existing and in good standing under the laws of its state of incorporation; and is duly qualified, authorized to do business and in good standing in each the jurisdiction where the character of its properties organization or the nature of its activities makes such qualification necessary; (b) it incorporation and has all requisite power and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement and to carry on conduct its business as it is now being conducted and as is proposed to be conducted under this Agreement;conducted. (cb) it Such party has the requisite power full power, authority and authority legal right to execute, deliver and perform its obligations under this Agreement; (d) it has duly authorizedAgreement and to consummate the transactions contemplated herein. The execution, executed delivery and delivered performance of this Agreement, Agreement and neither its execution and delivery hereof nor its the consummation of the transactions contemplated hereby nor its compliance with the terms hereof herein have been duly authorized by all necessary action, corporate or performance otherwise, of its obligations hereunder (i) does or will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it is a such party. This Agreement has been duly executed and delivered by such party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtained; (e) this Agreement is and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery by such party of this Agreement, the performance by such party of its obligations hereunder and the consummation of the transactions contemplated herein by such party does not and will not violate (i) any provision of its by-laws, charter, articles of association, partnership agreement or other similar governing or organizational document, (ii) any provision of any material agreement to which it is a party or by which it is bound or (iii) any law, rule, regulation, judgment, order or decree to which it is subject. (d) Except to the extent that provided in the Securities Purchase Agreement, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party in connection with the execution, delivery or enforceability may of this Agreement or the consummation of any of the transactions contemplated herein. (e) Such party is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be limited by applicable bankruptcy, insolvency, moratorium, reorganization expected at any time to have a material adverse effect upon such party’s ability to enter into this Agreement or other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law);perform its obligations hereunder. (f) there There is no pending legal action, suit, proceeding, inquiry suit or investigation, at law proceeding that would materially and adversely affect the ability of such party to enter into this Agreement or in equity, before or by any court, governmental agency, public board or body, pending or, to perform its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or the validity or enforceability, of this Agreement; and (g) it will be able to deliver and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, or any other representations or warranties made by the Warranting Party under this Agreementobligations hereunder.

Representations and Warranties of the Parties. Each Party The BANK represents and warrants to and in favor of the other Party, that: (a) it the BANK is the sole legal and actual owner of the securities or of a corporation duly organized, validly existing and beneficial interest in good standing under the laws of its state of incorporation; and is duly qualified, authorized securities utilized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessarycollateralize deposits; (b) it other than the security interest granted to DEPOSITOR herein, no other security interest has all requisite power and authority been, nor will be, granted in the securities utilized to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement and to carry on its business as now being conducted and as proposed to be conducted under this Agreementcollateralize deposits; (c) it has BANK accounts are insured to the requisite power and authority to execute, deliver and perform its obligations under this Agreementregulatory limits of the FDIC; (d) it this Agreement has duly authorized, executed and delivered this Agreementbeen approved by the BANK’s Board of Directors, and neither its execution such approval is evidenced by a true and delivery hereof nor its consummation correct copy of the transactions contemplated hereby nor its compliance with resolution of BANK's Board of Directors adopted at the terms hereof or performance meeting at which this Agreement was approved (attached to this Agreement and incorporated for all purposes), and further, such approval is reflected in the minutes of its obligations hereunder (i) does or will contravene any such meeting of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its propertiesthe Board of Directors; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtained;and (e) this Agreement is an official record of the BANK, and has been, and will continue to be, an official record of the BANK from the date of its legalapproval by the BANK’s Board of Directors. The DEPOSITOR represents, warrants and promises that: (a) the DEPOSITOR has complied with all applicable law governing the selection of a depository bank, that DEPOSITOR has full power and authority to enter into this Agreement, the Agreement is a valid and binding obligation, agreement enforceable against it in accordance with the DEPOSITOR pursuant to its terms, except and does not and will not violate any statute or regulation applicable to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)DEPOSITOR; (fb) there is no actionall acts, suitconditions, proceedingand things required to exist, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performancehappen, or to be performed on DEPOSITOR’s part precedent to and in the validity or enforceability, execution and delivery of this AgreementAgreement exist or have happened or have been performed; and (gc) it DEPOSITOR will be able to deliver and sell, or receive and buy, as applicable, Seller's Gas in comply with the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach terms of any of the foregoing warranties, or any other representations or warranties made by the Warranting Party under agreements it may have with BANK in connection with this Agreement.

Representations and Warranties of the Parties. Each Party 8.1 The Promoter hereby represents and warrants to the Allottee as follows: (a) The Promoter is validly constituted and organized in favor accordance with law in India and the person(s) negotiating and finalizing this Agreement are duly authorized person in accordance with delegation and authority. (b) The Promoter has absolute, clear and marketable title with respect to the Said Land; the requisite rights to carry out development upon the Said Land and absolute, actual, physical and legal possession of the Said Land for the Project; (c) There are no encumbrances upon the Plot; (d) All approvals, licenses, sanctions and permission issued by the competent authorities with respect to the Project or phase(s), as the case may be, as well as for the industrial Plot being sold to the allottee(s) are valid and subsisting and have been obtained by following due process of law. Further, the Promoter has been and shall, at all times as per the license conditions, remain to be in compliance with all applicable laws in relation to the Project(s) or phase(s), as the case may be. (e) The Promoter has the right to enter into this Agreement and has not committed or omitted to perform any act or thing, whereby the right, title and interest of the Allottee created herein, may prejudicially be affected; (f) The Promoter has not entered into any agreement for sale and/or development agreement or any other Partyagreement / arrangement with any person or party with respect to the Plot for Industrial/ any other usage which will, in any manner, affect the rights of Allottee under this Agreement. (g) The Promoter confirms that the Promoter is not restricted in any manner whatsoever from selling the said Plot to the Allottee in the manner contemplated in this Agreement; (h) At the time of execution of the Sale Deed the Promoter shall handover lawful, vacant, peaceful, physical possession of the Plot to the Allottee; (i) The Promoter has duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the Project to the competent Authorities till the offer of possession or conveyance deed of Plot has been issued, as the case may be and as per the provisions of the Haryana Development and Regulation of Xxxxx Xxxxx Xxx, 0000, rules thereof, equipped with all the specifications, amenities ,facilities as per the agreed terms and conditions; Save and except the Government Charges as contemplated in Clause 1.9 of this Agreement above . 8.2 The Allottee hereby represents, warrants and undertakes to the Promoter that: (a) it The Allottee is a corporation duly organized, validly existing constituted and organized in good standing under the laws of accordance with law in India and has due permission and authority to carry on its state of incorporation; and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessarybusiness; (b) it The Allottee confirms that the Allottee has entered into this transaction with the full knowledge and understanding of this Agreement and subject to all the laws and notifications and rules applicable to this area, for environment clearance received for this project/ related compliances from HSPCB/ SEAC/ SEIAA/ MOEF/ relevant Governmental Authority and revised from time to time and that the Allottee has familiarized itself with all the aforesaid and other applicable agreements, approvals, arrangements, undertakings, conditions on inspection of the documents with the Promoter and will submit the requisite power and authority to own or hold under lease or easement and operate six monthly compliance report of the property it purports to own or hold under lease or easement and to carry on its business Environmental Clearance conditions along with the Environmental monitoring reports through approved laboratory, as now being conducted and as proposed to be conducted under this Agreement;per the format of MoEF provided by the Promoter. (c) it has The person(s) negotiating and executing this Agreement on behalf of the requisite power Allottee and authority to execute, deliver and perform its obligations under finalizing the sale transaction in terms of this Agreement;Agreement are duly authorized. (d) it The Allottee has duly authorized, executed and delivered this Agreement, and neither its execution and delivery hereof nor its consummation of the requisite financial capability to consummate the transactions contemplated hereby nor its compliance with herein and has the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable financial capacity to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument pay the Total Price to which it is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtained;Promoter for purchasing the Plot. (e) this Agreement is The Allottee represents and undertakes to do compliance with all applicable laws (including obtaining the required approvals and pay the respective charges for the same) while carrying out its legaloperations on the Plot and abide by all norms and conditions of licenses, valid zoning plan, notifications, rules, bye-laws and/or any other approval. The Allottee shall construct its facility on the Plot and binding obligationmaintain the open areas, enforceable against it green areas, ground coverage, Floor Area Ratio (FAR), Floor Space Index (FSI), in accordance with its termsthe applicable laws. after obtaining all necessary approvals for establishing an industrial unit including site and building plan, except to and environment approvals and pay the extent that enforceability may be limited respective charges for the same and will comply with all the conditions as envisaged in the license for Industrial Colony granted by applicable bankruptcyDirectorate of Town & Country Planning, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law);Haryana (f) there is no actionSubject to the Promoter formulating the development control and services guidelines, suit, proceeding, inquiry or investigation, at law or in equity, before or the Allottee shall be bound to comply with the guidelines as framed by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or the validity or enforceability, of this Agreement; andPromoter for development. (g) it will be able The Allottee undertakes to deliver bear and sellpay all taxes and duties, or receive and buy, as applicable, Seller's Gas in and/or such other levies for consummating the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, or any other representations or warranties made by the Warranting Party transaction contemplated under this Agreement. (h) The Allottee undertakes to pay to the Promoter, the applicable Government Charges in the same proportion as the area of the Plot bears to the total area of the Project, on which such Government Charges have been paid, as calculated by the Promoter on gross area basis. The amount payable will thus be - Amount payable / (1 – x), where ‘x’ stands for the percentage of the land to be used for common area development as per the last approved layout plan. (i) The Allottee undertakes in relation to the Plot to ensure that it will abide by all the applicable laws and meet all obligations pertaining to compliance / monitoring reports pertaining to environment, energy conservation, ground water extraction, rainwater harvesting, use of renewable energy as stipulated in the various approvals received by the Promoter as well as the various approvals and conditions of the Licenses mentioned in this Agreement, received by Promoter in respect of the Industrial Colony. The Allottee in relation to the Plot undertakes the following: (j) Take necessary measures for undertaking primary treatment of sewerage/ effluent generated by it to the specifications provided by the Promoter before disposal of effluents/ sewage and also make arrangement for disposal of sewerage in the external sewerage system established by the Promoter as per the state and central environment norms. The Allottee will pay for the treatment charges levied by the Promoter for treatment of such effluent/ sewage generated by the Allottee to meet the requirements of recycled water/ for final disposal into a public drain as per applicable laws (k) Undertake solid/municipal waste management measures as may be directed by the Haryana State Pollution Control Board/local authorities for the Demised Plot. (l) Ensure installation of a Solar Photovoltaic Power Plant as per provisions contained in the notification no. 22/52/2005-5 power dated 03.09.2014 or as applicable from time to time of the Renewable Energy Department, Haryana (m) Comply with any other condition as notified by Haryana Government/ Government of India for this Industrial Colony of Promoter as deemed necessary from time to time. (n) Not to encroach upon any revenue rasta falling in the licensed area of the Promoter. (o) Make sufficient arrangement for rain water harvesting system and re-charging of the ground water table to minimize water run-off in the Plot as per Central Ground Water Authority/ Haryana Government norms/ as applicable from time to time. (p) Make sufficient provision of LED fittings for internal lighting as well as for campus lighting in the complex. (q) Submit an application and obtain necessary approvals from the forest department for felling trees, if any required. (r) The Promoter is undertaking development of the Industrial Colony as per the terms of the Licenses received by it within the purview of the Haryana Development and Regulations of Xxxxx Xxxxx Xxx, 0000, and the Rules thereunder and the policies of the Government of Haryana, as made applicable from time to time. The Allottee agrees to construct the minimum of twenty five percent (25%) of the permissible covered area of the factory premises within a period of four (4) years from the date of execution of the sale deed. In the event, the Allottee is likely to fail in achieving such construction/ commercial operations, it shall inform the Promoter thereof, and the Promoter and the Allottee shall negotiate in good faith about the possible counter measures to be adopted. However, if the Allottee fails to perform its obligations with respect to such counter measures, the Allottee shall be under an obligation to re-convey the Plot to the Promoter, upon first demand by the Promoter and at the option of the Promoter, at 90% (ninety per cent) of the Sale Consideration by the Promoter as per this Agreement to the Allottee. The Allottee shall, without any protest, demur or cavil, pay the requisite stamp duty, registration charges and other incidental costs incurred on such re-conveyance to the Promoter and shall take all further actions and steps necessary to carry out the re-conveyance of the Plot in favour of Promoter. (s) The Allottee shall file an annual information report with the Promoter with regard to the performance of Allottee’s unit / business on the Plot, viz. annual turnover, export turnover, employment in the unit, taxes paid, products manufactured, etc., in the prescribed format of the report as provided by the Promoter. (t) The Allottee further represents and undertakes that in the event the Allottee intends to sell, lease, convey, assign and/or transfer the Plot (“Transfer”) after the execution of sale deed, to the third party or person (“Transferee”) it will seek prior written permission of Promoter (which will not be unreasonably withheld) and will be deemed to have been provided unless the Promoter communicates its objection within a period of 30 (thirty) days from intimation to the Allottee, provided that the Allottee, has, at the time of issuing such intimation to the Promoter and before entering into any deal / transaction, complied with the following conditions: i. the Allottee has paid all its dues on account of the maintenance charges, service charges, infrastructure charges, transfer of services charges and other amounts payable to the Promoter; ii. the transferee agrees and undertakes to be bound by all the terms and conditions, including, but not limited to, all the obligations of the Allottee as per this Agreement and the Sale Deed. Further, the Allottee shall have affirmed that the activity proposed to be carried out on the Plot by the Transferee conforms with the permissible use of the Plot and does not violate the conditions contained in the Licenses/ environment approvals and/or shall not cause any nuisance to the neighbours and other occupants of the Industrial Colony; iii. the Transferee shall execute all the requisite agreements which have been executed by the Allottee, in the same form and content as executed by the Allottee, including but not limited to the common maintenance agreement, services agreements, etc., and further agrees to pay all charges as stipulated and agreed to under this Agreement. iv. The Allottee shall pay all instalments within the time period as contemplated above. If the same is not paid within the time allowed for payment thereof, such sum shall carry interest calculated at the rate of 2% (two percent) above the SBI MCLR, which shall be calculated from the date of expiry of the respective due dates, as contemplated above till the date of payment or realization thereof. If any of the instalment is not paid beyond one month of the due date as stated above, this would be considered as events of default by the Allottee and the Promoter shall terminate this Agreement. (u) The Allottee undertakes to use the Plot only for the Purpose in accordance with the terms and conditions set in this Agreement and the Sale Deed(s) in respect thereof, which Sale Deed(s) shall permit the Intending Buyer to carry on such business as may be suitable for achieving the Purpose.

Representations and Warranties of the Parties. Each Party represents (a) Zenascent hereby represents, warrants and warrants covenants to and in favor of the other Party, Shareholders that: (ai) it is a corporation duly organized, validly existing and in good standing under the laws of its state the State of incorporation; Delaware, and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary; (b) it has all requisite power and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement and to carry on its business as now being conducted and as proposed to be conducted under this Agreement; (c) it has the requisite power and necessary corporate authority to execute, deliver and perform this Agreement and its obligations under this Agreementhereunder; (dii) it has duly authorizedits execution, executed delivery and delivered performance of this Agreement, Agreement and neither its execution and delivery hereof nor its consummation of the transactions contemplated hereby nor its compliance with the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon have been duly authorized by it or its properties; (ii) does or will contravene or result in any material breach of or and constitute any material default under any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtained; (e) this Agreement is its legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that as such enforceability may be limited affected by applicable bankruptcy, insolvency, moratorium, reorganization moratorium or other similar laws affecting the enforcement rights of creditors' rights creditors generally and subject by the application of general principles of equity (whether in a proceeding, in equity, or at law); (iii) its execution, delivery and performance of this Agreement and the transactions contemplated hereby will not conflict with or constitute a breach or default under or violate any agreement to general equitable principles which it is a party or by which any of its properties is bound, or any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to it or its properties; and (regardless iv) The Series D Stock to be issued and delivered hereunder shall, when so issued and delivered, be duly authorized and validly issued and will be fully paid, non-assessable and free and clear of whether all claims, liens or other encumbrances (collectively, "Encumbrances"), except those required by law. (b) Each of the Shareholders, severally and not jointly, hereby represents, warrants and covenants to Zenascent that: (i) he has full right, power and authority to execute and deliver this Agreement and to perform his obligations hereunder; (ii) his execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly authorized by him and constitute his legal, valid and binding obligation, enforceable against him in accordance with its terms, except as such enforceability is considered may be affected by bankruptcy, insolvency, moratorium or similar laws affecting the rights of creditors generally and by the application of general principles of equity (whether in a proceeding in equity or at law); (fiii) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its his execution, delivery and performance of this Agreement and the transactions contemplated hereby will not conflict with or performanceconstitute a breach or default under or violate any agreement to which he is a party or by which any of his properties is bound, or any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to him or his properties; (iv) he understands that the validity or enforceabilityoffering and issuance of the Series D Stock is intended to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") by virtue of this Agreementthe provisions of section 4(2) of the Securities Act and Regulation D adopted thereunder ("Regulation D"), and he is accepting the Series D Stock solely for purposes of investment and with no present intention to distribute such Series D Stock; (v) he is an "accredited investor," as defined in Rule 501(a) of Regulation D and he has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an investment in Zenascent; and (gvi) it he understands that (A) the purchase of the Series D Stock will be able a speculative investment which involves a high degree of risk of loss of such investment, (B) there are substantial restrictions on the transferability of the Series D Stock pursuant to deliver the provisions of the Securities Act, (C) for an indefinite period following the issuance of the Series D Stock there will be no public market for the Series D Stock and, accordingly, it may not be possible to liquidate his investment in the Company in case of emergency or otherwise and sell(D) the restrictions described above in this Section 3(b)(v) will be reflected in a legend to be placed on the certificates representing the Series D Stock to be issued hereunder and, or receive and buy, as if applicable, Seller's Gas in the quantities a stop-transfer order in respect thereof. (c) Kushner hereby represents, warrants and for the prices specified in this Agreement. Each Party covenants to Zenascent that he xx xxx sole legal and beneficial owner of 339,788.66 shares of Series B Stock, and he holds such shares free and clear of all Encumbrances except those required by law. (the "Warranting Party"d) shall releaseDiLorenzo hereby represents, indemnify warrants and defend the other Party against any covenants to Zenascent that hx xx xxx sole legal and beneficial owner of 59,962.71 shares of Series B Stock, and he holds such shares free and clear of all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, or any other representations or warranties made Encumbrances except those required by the Warranting Party under this Agreementlaw.

Representations and Warranties of the Parties. Each Party of Manufacturer and Purchaser hereby represents and warrants to and in favor the other that as of the other Party, thatdate hereof: (a) it Each is a corporation duly organized, validly organized and existing and in good standing under the laws of its state of incorporation; the jurisdiction in which it is incorporated, and is duly qualified, authorized has the requisite corporate power to do business and in good standing in each jurisdiction where the character of own its properties or the nature of its activities makes such qualification necessary; (b) it has all requisite power and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement and to carry on its business as now being conducted. Each is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary and as proposed where the failure to be conducted under this Agreement;qualify would have a Material Adverse Effect with respect to such Party. (cb) it Each has the requisite corporate power and authority to execute, deliver enter into and perform its obligations under this Agreement; (d) it has duly authorized, executed Agreement and delivered this Agreement, and neither its to perform in accordance with the terms hereof. The execution and delivery hereof nor its of the Agreement and the consummation of the transactions contemplated hereby nor have been duly authorized by its compliance with the terms hereof board of directors and no further consent or performance authorization of its obligations hereunder (i) does board of directors or will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it stockholders is required. The Agreement has been duly executed and delivered by it. The Agreement constitutes a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtained; (e) this Agreement is its legal, valid and binding obligation, obligation enforceable against it in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcyinsolvency, insolvencyreorganization, moratorium, reorganization liquidation or other similar laws relating to, or affecting generally the enforcement of of, creditors' rights and subject to general remedies or by equitable principles of general application. (regardless c) Except as set forth on Schedule 9.7, the execution, delivery and performance of whether such enforceability is considered the Agreement and the consummation of the transactions contemplated hereby do not (i) result in a proceeding violation of its Articles of Incorporation, or By-laws, or (ii) conflict with, or constitute a default (or an event which with material notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, material indenture or material instrument to which it is a party, or result in equity a violation of any law, rule, regulation, order, judgment or at lawdecree applicable to it or by which any property or asset of such Party is bound or affected (except in the case of subclause (ii) above, for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect); (f) there is no . No action, suit, proceeding, inquiry dispute or investigation, at law or in equity, before or by any court, governmental agency, public board or body, proceeding is pending or, to its knowledgethe best knowledge of such Party, threatened against or affecting it or contesting or affecting such Party which, if adversely determined, would prevent such Party from carrying out its execution, delivery or performance, or the validity or enforceability, of this Agreement; and (g) it will be able to deliver and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in obligations under this Agreement. Each Party's business is not being conducted in violation of any law, ordinance or regulation of any Governmental Authority, except for possible violations which either singly or in the aggregate do not and will not have a Material Adverse Effect. Except as contemplated by this Agreement, it is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or Governmental Authority in order for it to execute, deliver or perform any of its obligations under the Agreement. (d) Neither Party (the "Warranting Party") shall release, indemnify and defend be deemed to have made any representation or warranty to the other Party against except as expressly made in Sections 2.3, 9.1 and this Section 9.7. Without limiting the generality of the foregoing, and without prejudice to any express representations and all damageswarranties made to either Party in this Section 9.7, claimsneither Party makes any representation or warranty to the other with regard to any issues related to Intellectual Property Rights, actionsprojections, estimates or budgets or other matters previously delivered to or made available to the other with respect to future revenues, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach expenditures or future results of operations. Nothing in this Section 9.7(d) shall limit any of the foregoing warranties, or any other representations or warranties made by the Warranting remedy that may be available to a Party under this Agreementpursuant to Applicable Law.

Representations and Warranties of the Parties. Each Party 7.1 Representations and Warranties of THVOW THVOW hereby represents and warrants to SESHK and in favor of the other Party, thatICCDI as follows: (a) it THVOW is a corporation listed company duly organized, organized and validly existing and in good standing under the laws of its state of incorporation; the PRC and is duly qualified, authorized in compliance with all conditions required to do business and in good standing in each jurisdiction where maintain its status as an enterprise legal person under the character laws of its properties or the nature of its activities makes such qualification necessary;PRC. (b) it THVOW has all requisite power submitted to SESHK and authority to own or hold under lease or easement ICCDI a valid, true and operate the property it purports to own or hold under lease or easement and to carry on complete copy of its current business as now being conducted and as proposed to be conducted under this Agreement;license. (c) it THVOW has the requisite power taken all appropriate and authority necessary actions to execute, deliver and perform its obligations under this Agreement; (d) it has duly authorized, executed and delivered this Agreement, and neither its execution and delivery hereof nor its consummation of the transactions contemplated hereby nor its compliance with the terms hereof or performance of its obligations hereunder (i) does empower its legal representative or will contravene any such other duly authorized representative whose signature is affixed hereto to sign this Contract and all of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument the agreements contemplated herein to which it is a party or by party, (ii) authorize the execution and delivery of this Contract and all of the agreements contemplated herein to which it or any of its properties may be bound or affected; or is a party, and (iii) does or will require authorize the consent or performance and observance of the terms and conditions of this Contract and all of the agreements contemplated herein. (d) THVOW has obtained all licenses, permits, consents, approvals and authorizations necessary for the valid execution and delivery of this Contract and all of the agreements contemplated herein to which it is a party; provided, however, that this Contract shall be subject to the approval of any person the Examination and Approval Authority or entity that has not already been obtained;other authority before the it may become effective. (e) Upon the approval of the Examination and Approval Authority, this Agreement is its Contract shall constitute the legal, valid and binding obligation, obligation of THVOW and is enforceable against it THVOW in accordance with its termsthe terms herein. TSEC JV Contract amended in August 18, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law);2017 11 (f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its THVOW's execution, delivery and performance of this Contract or performanceany of the other agreements contemplated herein will not violate any of the constitutional documents, any other agreement or obligation of THVOW or its Affiliates, or currently effective law, regulation or decree of China that may be applicable to any aspect of the validity or enforceability, of this Agreement; andtransactions contemplated hereunder. (g) it will be able All information supplied to deliver SESHK and sell, or receive and buy, as applicable, Seller's Gas ICCDI by THVOW in the quantities and for the prices specified in relation to this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilitiesContract, including attorney's feesinformation concerning the business and financial status of THVOW and any relevant assets, arising from the Warranting Party's breach of inventories and outstanding contractual arrangements with their respective suppliers and customers, is true and correct in all material respects, whether any of the foregoing warrantiessame has been verified or audited by an independent third party or not. (h) THVOW is in compliance in all material respects with all applicable laws, including in connection with the operation of its business. THVOW has not received written notice of any material violation of any law, or any potential legal liability, relating to the operation of its business. (i) THVOW is not in default under, and, to the knowledge of THVOW, no condition exists that with notice or lapse of time or both would constitute a default or could give rise to a right of early termination, cancellation or accelerated termination under, any license, permit, consent, approval or authorization held by THVOW prior to the expiration of its terms. (j) THVOW is not the subject of any existing, pending, threatened or contemplated (i) bankruptcy, insolvency or other representations debtor’s relief proceeding, or warranties made by (ii) litigation, claim, action, suit or other judicial or administrative proceeding, which could adversely affect THVOW’s right or ability to enter into this Contract or to consummate the Warranting Party transactions contemplated herein. (k) THVOW agrees that the Company shall be liable for the payment of the Sub-license Royalty To GTI under this Agreementthe sub-license Project.

Representations and Warranties of the Parties. Each Party Covered Person severally represents and warrants to and in favor of the other Party, that: (ai) it such Covered Person has (and with respect to Covered Shares to be acquired in the future, will have) good, valid and marketable title to the Covered Shares, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind, other than pursuant to this Agreement, another agreement with the Company, or any other agreement with another person with respect to which the Company has expressly agreed to in writing, by which such Covered Person is a corporation duly organized, validly existing bound and in good standing under to which the laws of its state of incorporation; and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessaryCovered Shares are subject; (b) it has all requisite power and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement and to carry on its business as now being conducted and as proposed to be conducted under this Agreement; (c) it has the requisite power and authority to execute, deliver and perform its obligations under this Agreement; (d) it has duly authorized, executed and delivered this Agreement, and neither its execution and delivery hereof nor its consummation of the transactions contemplated hereby nor its compliance with the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtained; (e) this Agreement is its constitutes the legal, valid and binding obligationobligation of such Covered Person, enforceable against it such Covered Person in accordance with its terms, except terms (subject to the extent that enforceability may be limited by applicable effects of bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' ’ rights generally and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)); (fiii) there is are no actionactions, suitsuits or proceedings pending, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledgethe knowledge of such Covered Person, threatened against or affecting it such Covered Person or contesting such Covered Person’s assets in any court or affecting its executionbefore or by any federal, delivery state, municipal or performanceother domestic or foreign governmental department, commission, board, bureau, agency or instrumentality which, if adversely determined, would impair the validity ability of such Covered Person to perform or enforceabilitycomply with this Agreement; (iv) such Covered Person understands that his ability to transfer the Covered Shares is subject to legal and contractual restrictions and that the Covered Shares have not been registered under the United States Securities Act of 1933, and that he is holding the Covered Shares for his own account, for investment, and not for distribution, assignment or resale to others, and no other person has any direct or indirect beneficial interest in such shares (other than the Company or at the express written consent of the Company); and (v) no statement, representation or warranty made by such Covered Person in this Agreement, nor any information provided by such Covered Person for inclusion in a report filed pursuant to Section 4.5 hereof or in a registration statement filed by the Company contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements, representations or warranties contained herein or information provided therein not misleading. Each Covered Person that is not a natural person additionally and severally represents and warrants that: (i) such Covered Person is duly organized and validly existing in good standing under the laws of the jurisdiction of such Covered Person’s formation; (ii) such Covered Person has full right, power and authority to enter into and perform this Agreement; and (giii) it will be able the execution and delivery of this Agreement and the performance of the transactions contemplated herein have been duly authorized, and no further proceedings on the part of such Covered Person are necessary to deliver authorize the execution, delivery and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in performance of this Agreement; and this Agreement has been duly executed by such Covered Person. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of Covered Person severally agrees that the foregoing warrantiesprovisions of this Article III shall be continuing representations and warranties of such Covered Person during the period that such person shall be a Covered Person and Common Shares of such person shall be Covered Shares, and such Covered Person shall take all actions as shall from time to time be necessary to cure any breach or violation and to obtain any other authorizations, consents, approvals and clearances in order that such representations or and warranties made by the Warranting Party under this Agreementshall be true and correct during such period.

Representations and Warranties of the Parties. Each Party Prothena and Roche (each, a “Representing Party”) each hereby represents and warrants to and in favor each other, as of the other PartyEffective Date, thatas set forth below: (a) it Such Representing Party is a corporation duly organized, validly existing organized and in good standing subsisting under the laws of its state jurisdiction of incorporation; and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary;organization. (b) Such Representing Party has the power, authority, and legal right, and is free, to enter into this Agreement and, in so doing, shall not violate any other agreement to which it is a party as of the Effective Date. (c) Such Representing Party has all requisite power the power, authority, and authority legal right to own or hold under lease or easement and operate the its property it purports to own or hold under lease or easement and assets and to carry on its business as it is now being conducted and as proposed it is contemplated to be conducted under by this Agreement; (c) it has the requisite power and authority to execute, deliver and perform its obligations under this Agreement; (d) it This Agreement has been duly authorized, executed and delivered this Agreementon behalf of such Representing Party, and neither its all necessary consents, approvals and authorizations of all Regulatory Authorities and other Third Parties required to be obtained by such Representing Party in connection with the execution and delivery hereof nor its consummation of this Agreement and the transactions contemplated hereby nor its compliance with the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already have been obtained;. (e) this This Agreement is its constitutes a legal, valid valid, and binding obligation, obligation of such Representing Party and is enforceable against it in accordance with its terms, except subject to the extent that enforceability may be limited by applicable effects of bankruptcy, insolvency, moratorium, reorganization or other similar laws of general application affecting the enforcement of creditors' creditor rights and subject to judicial principles affecting the availability of specific performance and general equitable principles (regardless of equity, whether such enforceability is considered in a proceeding in equity at law or at law);equity. (f) there The execution and delivery of this Agreement and the performance of such Representing Party’s obligations hereunder (i) do not conflict with or violate any requirement of Applicable Laws or any provision of the articles of incorporation, bylaws, or any similar instrument of such Representing Party, as applicable, in any material way, and (ii) do not conflict with, violate, or breach or constitute a default or require any consent under, any Applicable Laws or any contractual obligation or court or administrative order by which such Representing Party is bound. (g) There are no actionclaims or investigations (other than with respect to the Parties’ HSR filings), suit, proceeding, inquiry pending or investigationthreatened against the Representing Party or any of its Affiliates, at law or in equity, or before or by any court, governmental agency, public board authority relating to the matters contemplated under this Agreement or body, pending or, that would materially adversely affect such Representing Party’s ability to perform its obligations hereunder. (h) To such Representing Party’s knowledge, threatened against or affecting it or contesting or affecting all of its executionemployees, delivery or performanceindependent contractors and their employees, or and agents have executed agreements requiring assignment to such Representing Party of all Inventions made during the validity or enforceabilitycourse of and as a result of their association with such Representing Party and obligating each such employee, independent contractor and its employees, and agent to maintain as confidential the Confidential Information of this Agreement; andsuch Representing Party. (gi) it will be able to deliver and sellNeither such Representing Party, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of nor any of the foregoing warrantiesits employees, officers, subcontractors or any other representations consultants who have rendered or warranties made by the Warranting Party shall render services relating to a Licensed Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under this Agreement21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a.

Representations and Warranties of the Parties. Each Party represents and warrants to and in favor of the other Party, thatothers as follows: (a) if applicable, it is a corporation duly organized, incorporated and validly existing and in good standing under the laws of its state jurisdiction of incorporation; , amalgamation or continuance, as the case may be, and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary; (b) it has all requisite power necessary corporate power, authority and authority capacity to own or hold under lease or easement its property and operate the property it purports to own or hold under lease or easement assets and to carry on its business as now being conducted and as proposed to be conducted under this Agreementpresently conducted; (cb) it has the requisite power execution, delivery and authority to execute, deliver and perform its obligations under performance of this Agreement; (d) it has duly authorized, executed and delivered this AgreementAgreement do not, and neither its execution the fulfillment and delivery compliance with the terms and conditions hereof nor its by it (to the extent required herein) and the consummation of the transactions contemplated hereby will not, if applicable, conflict with any of, or require the consent or waiver of rights of any Person under, its constating documents or by- laws, nor its compliance with to the terms hereof or performance best of its obligations hereunder knowledge do or will any of the foregoing: (i) does violate any provision of or will contravene require any of its organizational documents orconsent, in authorization or approval under any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; Applicable Law; (ii) does or will contravene or conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), accelerate or permit the acceleration of the performance required by, or require any material breach of consent, authorization or constitute any material default approval which has not been obtained under any agreement or instrument to which it is a party or by which it is bound or to which any of its property is subject; or (iii) result in the creation of any Encumbrance upon its interest in the Property, in the case of the Optionor or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtainedPersons comprising the Optionor; (ec) it has all necessary power, authority and capacity to enter into this Agreement and to carry out its obligations under this Agreement and the execution and delivery of this Agreement and, if applicable, the consummation of the transactions contemplated in this Agreement have been duly authorized by all necessary corporate action on its part; (d) this Agreement is its legal, constitutes a valid and binding obligationobligation of it, enforceable against it in accordance with its termsthe terms of this Agreement, except subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings and to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting equitable remedies such as specific performance and injunction are in the enforcement discretion of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or the validity or enforceability, of this Agreementcourt from which they are sought; and (ge) it will be able has not incurred any liability, contingent or otherwise, for brokers’ or finders’ fees in respect of the transactions contemplated herein. No investigations made by or on behalf of a Party at any time shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation or warranty made by the other Party in or pursuant to deliver and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. Each No waiver by a Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any condition or other provision, in whole or in part, shall constitute a waiver of the foregoing warranties, or any other representations condition or warranties made by the Warranting Party under this Agreementprovision.

Representations and Warranties of the Parties. Each Party of Momenta, on the one hand, and each Sandoz Party, on the other hand, (the "REPRESENTING PARTY") represents and warrants warrants, or covenants, to the Sandoz Parties and in favor of the other PartyMomenta, respectively, that: (a) it 9.1.1 The Representing Party is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties incorporation or the nature of its activities makes such qualification necessaryforeign jurisdiction; (b) it 9.1.2 The Representing Party has all the requisite corporate power and authority to own or hold under lease or easement execute and operate the property it purports to own or hold under lease or easement deliver this Agreement and to carry perform all of its obligations hereunder. The execution and delivery of this Agreement and the performance by the Representing Party of its obligations hereunder have been authorized by all requisite corporate action on its business as now being conducted part. This Agreement has been validly executed and as proposed to be conducted under this Agreement; (c) it delivered by the Representing Party, and, assuming that such document has the requisite power and authority to execute, deliver and perform its obligations under this Agreement; (d) it has been duly authorized, executed and delivered by the other Party, constitutes a valid and binding obligation of the Representing Party, enforceable against such Party in accordance with its terms; 9.1.3 Except as otherwise set forth in this Agreement, no material filing with, and neither its execution and delivery hereof nor its no material permit, authorization, consent or approval of any governmental authority is necessary for the consummation by the Representing Party of the transactions contemplated by this Agreement, except for those filings, permits, authorizations, consents or approvals, the failure of which to be made or obtained would not materially impair such Party's ability to consummate the transactions EXECUTION COPY contemplated hereby or materially delay the consummation of the transactions contemplated hereby nor its compliance with hereby; 9.1.4 The execution and delivery of this Agreement by the terms hereof or Representing Party and the performance by such Party of its obligations hereunder hereunder, will not (ia) does violate the certificate of incorporation, by-laws or will contravene any other organizational document of its organizational documents or, such Party; (b) conflict in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene respect with or result in a material violation or breach of, or constitute a material default under, any material breach of or constitute any material default under any contract, agreement or instrument to which it such Party is a party bound, or by which it or result in the creation of imposition of any of its properties may be bound or affectedmaterial lien upon the Product; or (iiic) does violate or will require the consent conflict in any material respect with any material law, rule, regulation, judgment, order or approval decree of any person court or entity that has not already been obtainedgovernmental authority applicable to such Party or the Product; (e) this Agreement is its legal, valid 9.1.5 The Representing Party has the full power and binding obligation, enforceable against it in accordance with its terms, except right to grant to the extent that enforceability may be limited by applicable bankruptcyrelevant Party the license rights set forth in Article 2 and Sections 3.4.6, insolvency11.6.1 and 11.6.2, moratorium, reorganization free of any liens or encumbrances (other similar laws affecting than the enforcement rights of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at lawany Third Party licensors therein); (f) 9.1.6 The Representing Party has not, as of the Effective Date, received any notice from any Third Party that the practice of the Momenta IP, if the Representing Party is Momenta, or the Sandoz IP, if the Representing Party is Sandoz or BCWI, infringes any patent or other proprietary rights of any Third Party, and the Representing Party has, as of the Effective Date, no knowledge that any Third Party patent or proprietary rights are infringed as of the Effective Date by the practice by Momenta of the Momenta IP, if the Representing Party is Momenta, or by the practice by the Sandoz Parties of the Sandoz IP, if the Representing Party is Sandoz or BCWI; 9.1.7 As of the Effective Date, there are no interferences or oppositions pending before any court or administrative office or agency relating to the Momenta IP, if the Representing Party is Momenta, or the Sandoz IP, if the Representing Party is Sandoz or BCWI; 9.1.8 To the Representing Party's best knowledge, as of the Effective Date, all Momenta IP, if the Representing Party is Momenta, or Sandoz IP, if the Representing Party is Sandoz or BCWI, is valid and enforceable and has not been challenged in any judicial or administrative proceeding; and 9.1.9 There is no actionaction or proceeding pending or, suitinsofar as the Representing Party knows as of the Effective Date, proceeding, inquiry or investigation, at law or in equity, threatened against the Representing Party before or by any court, governmental agency, public board administrative agency or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or other tribunal that might have a material adverse effect on the validity or enforceability, Representing Party's performance of this Agreement; and (g) it will be able to deliver and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, or any other representations or warranties made by the Warranting Party under this Agreement.EXECUTION COPY

Representations and Warranties of the Parties. Each As of the Effective Date, each Party represents and warrants to and in favor of the other Party, Party that: : (a) it is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary; (b) it has all requisite power and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement and to carry on its business as now being conducted and as proposed to be conducted under this Agreement; (c) it Party has the requisite full power and authority to execute, deliver and perform its obligations under this Agreement; Agreement and to carry out the transactions contemplated hereby, (db) it has duly authorized, executed and delivered this Agreement, and neither its the execution and delivery hereof nor its consummation of this Agreement by such Party and the carrying out by such Party of the transactions contemplated hereby nor its have been duly authorized by all requisite corporate (or, if applicable, partnership or limited liability company) action, and this Agreement has been duly executed and delivered by such Party and constitutes the legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms hereof, subject, as to enforceability of remedies, to limitations imposed by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the enforcement of creditors’ rights generally and to general principles of equity, (c) excluding permits and other authorizations that may still be required to construct and operate the Facility, no authorization, consent, approval or order of, notice to or registration, qualification, declaration or filing with any governmental authority is required for the execution, [***] Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. delivery and performance by such Party of this Agreement or the carrying out by such Party of the transactions contemplated hereby, and (d) none of the execution, delivery and performance by such Party of this Agreement, the compliance with the terms hereof or performance and provisions hereof, and the carrying out of its obligations hereunder (i) does the transactions contemplated hereby, conflicts or will contravene conflict with or result in a breach or violation of any of the terms, conditions or provisions of any Law, governmental rule or regulation or the charter documents (or partnership or limited liability company operating agreement, if applicable), as amended through the Effective Date or by-laws, as amended through the Effective Date, of such Party or any applicable order, writ, injunction judgment or decree of any court or governmental authority against such Party or by which it or any of its organizational documents orproperties is bound, in or any material respectloan agreement, any lawindenture, statute mortgage, bond, note, resolution, contract or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it such Party is a party or by which it or any of its properties may be bound is bound, or affected; or (iii) does constitutes or will require constitute a default thereunder or will result in the consent or approval imposition of any person or entity that has not already been obtained; (e) this Agreement is its legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or the validity or enforceability, of this Agreement; and (g) it will be able to deliver and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of lien upon any of the foregoing warranties, or any other representations or warranties made by the Warranting Party under this Agreementits properties.

Representations and Warranties of the Parties. Each Party represents and warrants to and in favor the other Party as of the other Party, thatEffective Date as follows: (a) it such Party is a corporation (i) duly organized, organized and validly existing and in good standing under the laws of its state jurisdiction of incorporation; and is duly qualifiedorganization or formation, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary; (bii) it has all requisite necessary corporate power and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement and to CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. carry on its business as now presently being conducted conducted, and as proposed to be conducted under this Agreement; (ciii) it has the requisite all necessary power and authority to execute, deliver and perform its obligations under this Agreement; (db) it has duly authorizedthe execution, executed delivery and delivered this Agreement, and neither its execution and delivery hereof nor its consummation of the transactions contemplated hereby nor its compliance with the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtained; (e) this Agreement is its by such Party has been duly and validly authorized by all necessary action by such Party and this Agreement constitutes the legal, valid and binding obligationobligation of such Party, enforceable against it in accordance with its terms, except to the extent that enforceability as may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or and other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity relating to or at law); (f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or the validity or enforceability, of this Agreementlimiting creditors’ rights generally; and (gc) it the execution, delivery and performance of this Agreement by such Party will be able to deliver and sellnot conflict with, result in the breach of, violate the provisions of, or receive and buyconstitute a default under Applicable Law or any agreement to which such Party, as applicableits officers, Seller's Gas in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall releasedirector, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warrantiesagents or employees are parties, or any other representations by which such Party, its officers, directors, agents or warranties made by the Warranting Party under this Agreementemployees is, or may be, bound.

Representations and Warranties of the Parties. Each Party of the Parties hereby represents and warrants to and in favor each of the other Party, thatParties as follows: (a) it Such Party, to the extent applicable, is a corporation duly organizedorganized or incorporated, validly existing and in good standing under the laws of its state of incorporation; and is duly qualified, authorized to do business and in good standing in each the jurisdiction where the character of its properties organization or the nature of its activities makes such qualification necessary; (b) it incorporation and has all requisite power and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement and to carry on conduct its business as it is now being conducted and as is proposed to be conducted under this Agreement;conducted. (cb) it Such Party has the requisite power full power, authority and authority legal right to execute, deliver and perform its obligations under this Stockholders Agreement; (d) it . The execution, delivery and performance of this Stockholders Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Party. This Stockholders Agreement has been duly authorized, executed and delivered this Agreementby such Party and constitutes its, and neither its execution and delivery hereof nor its consummation of the transactions contemplated hereby nor its compliance with the terms hereof his or performance of its obligations hereunder (i) does or will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtained; (e) this Agreement is its her legal, valid and binding obligation, enforceable against it it, him or her in accordance with its terms, except subject to the extent that enforceability may be limited by applicable bankruptcy, insolvencyinsolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery by such Party of this Stockholders Agreement, moratoriumthe performance by such Party of its, reorganization his or her obligations hereunder by such Party does not and will not violate (i) in the case of Parties who are not individuals, any provision of its by-laws, charter, articles of association, partnership agreement or other similar laws affecting the enforcement organizational document, (ii) any provision of creditors' rights and subject any material agreement to general equitable principles which it, he or she is a Party or by which it, he or she is bound or (regardless of whether such enforceability iii) any law, rule, regulation, judgment, order or decree to which it, he or she is considered in a proceeding in equity or at law);subject. (fd) there Such Party is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Party’s ability to enter into this Stockholders Agreement or to perform its, his or her obligations hereunder. (e) There is no pending legal action, suitsuit or proceeding that would materially and adversely affect the ability of such Party to enter into this Stockholders Agreement or to perform its, proceeding, inquiry his or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or the validity or enforceability, of this Agreement; and (g) it will be able to deliver and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, or any other representations or warranties made by the Warranting Party under this Agreementher obligations hereunder.

Representations and Warranties of the Parties. 15.1 Each Party represents and warrants to and in favor of the other PartyWWE Parties represents, thatwarrants and covenants to each of the Pacific Parties as follows: (a) it Each of the WWE Parties (i) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the respective jurisdictions identified with respect to each of them in the preamble to this Agreement; (ii) has full power and authority to enter into this Agreement and perform its state of incorporationobligations hereunder; and (iii) is duly qualified, authorized qualified to do business and is in good standing as a foreign corporation or limited liability company in each jurisdiction where the character of its properties or the nature of its activities makes in which such qualification necessary; is required; (biv) it has all requisite full power and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement its properties and to carry on its business as now being conducted by it. (b) The execution, delivery and as proposed performance by each of the WWE Parties of this Agreement and of each of the documents to be conducted delivered under this Agreement;Agreement have been duly authorized by all necessary actions on the part of each of the respective entities. (c) it has This Agreement and each of the requisite power and authority documents to execute, deliver and perform its obligations be delivered by any of the WWE Parties under this Agreement;Agreement have been or will be duly executed and delivered by each of the WWE Parties and (assuming the due authorization, execution and delivery of this Agreement by each and all of the Pacific Parties) constitute valid and binding obligations of each of the WWE Parties. (d) it Each of the documents prepared or executed by one or more third parties that are to be delivered by any of the WWE Parties under this Agreement has been or will be duly authorized, executed and delivered by the signatories thereto. (e) The execution, delivery and performance by each of the WWE Parties of this Agreement and documents to be delivered under this Agreement do not and will not directly or indirectly (with or without notice, lapse of time or both): (i) conflict with, or result in the breach of, any provision of such entity’s constitutive documents or any resolution adopted by the board of directors, stockholders, or members of such entity; (ii) violate any applicable law, statute, rule, regulation, judgment, order, writ or decree of any governmental authority having jurisdiction over such entity or any of its properties, assets or operations; (iii) conflict with, violate, result in the material breach or termination of, constitute a material default under, or give rise to any right of termination or acceleration or right to increase the obligations or otherwise adversely modify the terms under, or require any consent, approval or waiver by any party under, any of the contracts to be assigned by any such entities; or (iv) result in the creation of any lien (other than any lien in favor of any of the Pacific Parties) upon any of such entity’s assets. (f) Verde is the sole owner (both legal and equitable) of and has good and marketable title to the Mesa Shares and the Mesa Shares are now, and at the time of their delivery to the Transaction Agent shall be, free and clear of all mortgages, liens, security interests, charges, claims, restrictions and other encumbrances of every kind, except for security interests held by one or more of the Pacific Parties, or as may be permitted pursuant to the resolution to be delivered pursuant to Section 8.7(d) of this Agreement. (g) Verde is a member of Steel Park and owns its membership interests in Steel Park, free and clear of all liens, claims and encumbrances other than in favor of one or more of the Pacific Parties. Other than as provided in the Steel Park Operating Agreement referenced in Schedule A, Verde’s interest in Steel Park is not subject to any agreement for sale or option or similar agreement in favor of any person or entity. (h) WWE owns 100% of the issued and outstanding shares of Verde’s capital stock, free and clear of all liens, claims and encumbrances, and Verde owns 100% of the issued and outstanding shares Mesa’s capital stock, free and clear of all liens, claims and encumbrances other than in favor of one or more of the Pacific Parties. Mesa owns 100% of the assets comprising the Mesa Project, and shall not sell or otherwise in any way alienate or dispose of any of the Mesa Project assets other than in the ordinary course of business, except through the disposal of inoperable or poorly operating turbines. WWE’s share ownership in Verde is not subject to any agreement for sale or option or similar agreement in favor of any person or entity, and neither Verde’s share ownership in Mesa nor Mesa’s ownership of the Mesa Project assets is subject to any agreement for sale or option or similar agreement in favor of any person or entity. (i) Neither Mesa nor Verde has entered into, intends to enter into, or shall enter into any agreements to issue any equity interests, warrants, or securities, or options for the same, to any other person or entity, except as may be permitted pursuant to the resolution to be delivered pursuant to Section 8.7(d) of this Agreement. (j) Except for the Actions and those proceedings identified in Schedule O, there is no litigation, proceeding or investigation pending or, to the knowledge of WWE, threatened against any of the WWE Parties or any of the assets or the businesses operated by any of them in any court in any jurisdiction, or before any administrative agency, that might result in any material adverse effect upon the business, property, assets or condition, financial or otherwise, of any of these entities or any of their assets, or that seeks to enjoin or prohibit, or otherwise questions the validity of, any action taken or to be taken pursuant to or in connection with any agreement to which any of the WWE Parties is a party. (k) Each of the WWE Parties is solvent as of the date of this Agreement, and neither its execution and delivery hereof nor its consummation of the transactions contemplated hereby nor its compliance by this Agreement will not render any of these entities insolvent. (l) As of the date of this Agreement, none of the WWE Parties is engaged in, or about to engage in, any business or transaction, for which any property remaining with the terms respective entity immediately thereafter would be an unreasonably small capital to engage in such business or transactions. (m) By entering into this Agreement and the transactions contemplated by this Agreement, none of the WWE Parties intends to incur, or believes that it will incur, debts that will be beyond each respective entity’s ability to pay as such debts mature. (n) None of the WWE Parties is entering into the transactions contemplated by this Agreement or incurring any obligation pursuant to this Agreement with the intent to hinder, delay, or defraud any creditor to which any of them is indebted as of the date hereof or performance will be indebted at the end of the Forbearance Period or any creditor to which any of them may become indebted after the end of the Forbearance Period. (o) Each of the WWE Parties expects to derive substantial benefit (and may reasonably be expected to derive substantial benefit), directly and indirectly, from the transactions contemplated by this Agreement. None of the WWE Parties will assert at any time for any purpose that it has not received reasonably equivalent value in exchange for the transfers referenced in this Agreement. (p) Each of the WWE Parties acknowledges and understands that the Pacific Parties are relying on the truth of the representations and warranties given by the WWE Parties herein, that such reliance is justifiable and reasonable, and that the Pacific Parties would not enter into this Agreement unless they believe that all of the WWE Parties’ representations and warranties are true and correct in all material respects. (q) The WWE Parties shall perform all such acts as are or may be necessary to satisfy their obligations under and in connection with this Agreement and all ancillary agreements. (r) The documents that the WWE Parties are delivering to the Transaction Agent at the Phase I Closing are sufficient to transfer title to the interests of Verde in Steel Park to PHUS. (s) None of the WWE Parties has entered into any transaction with any third party resulting in a liability or obligation of Steel Park that has not been disclosed to PHUS in writing. (t) As of the Phase II Deposit Date, all books and records of Mesa and of other parties that pertain to the Mesa Project in the possession of any of the WWE Parties shall be delivered to and retained and preserved by Mesa at its obligations hereunder corporate offices, free and clear of any liens or encumbrances, throughout the Forbearance Period and thereafter until either (i) does or will contravene any of its organizational documents orthe Settlement Amount is paid and disbursed timely pursuant to this Agreement, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result PHUS obtains possession of the Mesa Project and the books and records referenced in any material breach of or constitute any material default under any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; this subparagraph, or (iii) does or will require a Shareholder Rejection occurs. (u) As of the consent or approval of any person or entity that has not already been obtained; (e) this Agreement is its legalPhase I Closing Date, valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or the validity or enforceability, of this Agreement; and (g) it will be able to deliver and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties books and liabilities, including attorney's fees, arising from records of Steel Park and of other parties that pertain to Steel Park in the Warranting Party's breach possession of any of the foregoing warranties, or any other representations or warranties made by the Warranting Party under this AgreementWWE Parties shall be delivered to PHUS.

Representations and Warranties of the Parties. Each Party party to this Agreement hereby represents and warrants to each other party that the statements in this Article V are true and in favor correct as of the other Party, that:date of this Agreement. (a) it Such party is a corporation an entity duly created, formed or organized, validly existing existing, and in good standing under the laws Laws of the jurisdiction of its state creation, formation, or organization. There is no pending or, to such party’s knowledge, Threatened, Action (or Basis therefor) for the dissolution, liquidation, insolvency, or rehabilitation of incorporation; and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary;party. (b) it Such party has all requisite the entity power and authority to own or hold under lease or easement execute and operate the property it purports to own or hold under lease or easement deliver this Agreement and to carry on its business as now being conducted perform and as proposed consummate the transactions contemplated herein. Such party has taken all actions necessary to be conducted under this Agreement; (c) it has authorize the requisite power execution and authority to execute, deliver and perform its obligations under this Agreement; (d) it has duly authorized, executed and delivered delivery of this Agreement, the performance of such party’s obligations hereunder, and neither its execution and delivery hereof nor its the consummation of the transactions contemplated hereby nor its compliance with herein. This Agreement has been duly authorized, executed, and delivered by, and is Enforceable against, such party. (c) The execution and the terms hereof or delivery of this Agreement by such party and the performance and consummation of its obligations hereunder the transactions contemplated herein by such party will not (i) does or will contravene Breach any provision of its organizational documents ordocuments, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in Breach any material breach of or constitute any material default under any agreement or instrument Law to which it such party is subject, (iii) Breach any Contract or Order to which such party is a party or by which it such party is bound or to which any of its properties may be bound such party’s assets is subject, or affected; (iv) require any approval, consent, ratification, permission, waiver or authorization not already obtained, except in the case of clauses (ii), (iii) does or will require and (iv) as would not have a material adverse affect on the consent or approval ability of any person or entity that has not already been obtained; (e) this Agreement is such party to perform its legal, valid obligations hereunder and binding obligation, enforceable against it in accordance with its terms, except to consummate the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or the validity or enforceability, of this Agreement; and (g) it will be able to deliver and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, or any other representations or warranties made by the Warranting Party under this Agreementtransactions contemplated herein.

Representations and Warranties of the Parties. Each Except as set forth on Exhibit 11.1, each Party represents and warrants to and in favor the other Parties, as of the other PartyRestatement Effective Date, that: (a) it Such Party is a corporation duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its state of incorporation; incorporation and is has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof, and the person executing this Agreement on its behalf has been duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessaryso by all requisite corporate action; (b) This Agreement is legally binding on it, and enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by it has all requisite power and authority does not conflict with any agreement, instrument or understanding, oral or written, to own which it is a party or hold under lease by which it may be bound, nor violate any Applicable Law or easement and operate the property it purports to own any order of any court, governmental body or hold under lease administrative or easement and to carry on its business as now being conducted and as proposed to be conducted under this Agreementother agency having jurisdiction over it; (c) it Such Party has taken all corporate action necessary to authorize the requisite power execution and authority to execute, deliver delivery of this Agreement and perform the performance of its obligations under this Agreement; (d) Such Party and its Affiliates has received no written notice of any pending law suit or legal action that, if decided against such Party or its Affiliates, would have a material adverse effect upon (1) its ability (A) to grant the rights or licenses granted by such other Party or its Affiliates to the other Parties under this Agreement or (B) to use the patents and know-how owned by it has duly authorizedor licensed by a Third Party to it that are reasonably necessary to develop, executed manufacture or commercialize Cetuximab or Final Product for use and delivered sale in Japan, but only to the extent contemplated under the Approved Plans as of the Restatement Effective Date, or (2) such Party’s right to enter into and perform its obligations under this Agreement, and neither its execution and delivery hereof nor its consummation of the transactions contemplated hereby nor its compliance with the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtained;. (e) Such Party and its Affiliates have not received written notice of any threatened claims or litigation seeking to invalidate or alleging the invalidity or unenforceability of any patents and know-how owned by it or licensed by a Third Party to it as Confidential Treatment has been requested by ImClone Systems Incorporated for portions of this Agreement is its legaldocument. of the Restatement Effective Date that, valid as contemplated by the Approved Plans as of the Restatement Effective Date, are reasonably necessary to develop, manufacture or commercialize Cetuximab or Final Product for use and binding obligation, enforceable against it sale in Japan in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law);Approved Plans. (f) there is no actionExcept for the license by Merck/MJ to Takeda with respect to EMD72000 in Japan and except for the Existing Agreements, suitneither such Party nor its Affiliates have previously entered into any agreement, proceedingwhether written or oral, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performancewith respect to, or the validity otherwise assigned, transferred, licensed, or enforceabilityconveyed its right, of this Agreement; andtitle or interest in or to, any patents or know-how owned or licensed to it that would reasonably enable, or grant any right (including by granting any covenant not to xxx with respect thereto) to, a Third Party to Develop or commercialize Cetuximab, Final Product, or any Competing Product in Japan. (g) it will be able All manufacturing, fill/finish, QA/QC and storage conducted by such Party and its Affiliates, and to deliver its actual knowledge, by its suppliers/contractors, to the extent relating to Cetuximab and sellFinal Product for use in Japan, or receive have been and buy, as applicable, Seller's Gas are currently conducted in compliance in all material respects with the quantities JNDA for Final Product and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, or any other representations or warranties made by the Warranting Party under this AgreementApplicable Law.

Representations and Warranties of the Parties. Each Party of iJuana and Abattis hereby represents and warrants to and in favor of the other Party, thatSublandlord as follows: (a) it each of iJuana and Abattis is a corporation duly organized, incorporated and validly existing and and, with respect to the filing of annual reports, in good standing under the laws of its state the Province of incorporation; British Columbia, and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary; (b) it has all the requisite power corporate capacity and authority to own or hold enter into this Sublease Agreement and to perform its obligations under lease or easement and operate the property it purports to own or hold under lease or easement this Sublease Agreement and to carry on its business as now being conducted and as proposed to be conducted under own, lease and operate its business assets; (b) all necessary or required corporate measures, proceedings and actions of the directors and shareholders of each of iJuana and Abattis have been taken to authorize and enable each of them to enter into and deliver this AgreementSublease Agreement and to perform each of their obligations hereunder; (c) it this Sublease Agreement has been duly executed and delivered on behalf of each of iJuana and Abattis and constitutes a legal, valid and binding obligation of each of them enforceable against each of them in accordance with its terms, except as may be limited by laws of general application affecting the rights of creditors; (d) the performance of this Sublease Agreement and the completion of the transactions contemplated by this Sublease Agreement shall not conflict with the constatuting documents of either of iJuana or Abattis; and (e) the foregoing representations and warranties are made by each of iJuana and Abattis with the knowledge and expectation that the Sublandlord is placing complete reliance thereon. Such reliance shall not be affected by any investigation or examination conducted by the Sublandlord or its representatives before or after the date of this Sublease Agreement. The Sublandlord hereby represents and warrants to each of iJuana and Abattis as follows and acknowledges that each of iJuana and Abattis is relying on such representations and warranties in connection with the transactions contemplated hereby: (a) the Sublandlord is a corporation duly incorporated and validly existing and, with respect to the filing of annual reports, in good standing under the laws of the Province of British Columbia, and has all the requisite power corporate capacity and authority to execute, deliver enter into this Sublease Agreement and to perform its obligations under this AgreementSublease Agreement and to carry on its business and to own, lease and operate its business assets; (db) all necessary or required corporate measures, proceedings and actions of the directors and shareholders of the Sublandlord have been taken to authorize and enable it to enter into and deliver this Sublease Agreement and to perform its obligations hereunder; (c) this Sublease Agreement has been duly authorized, executed and delivered this Agreement, and neither its execution and delivery hereof nor its consummation on behalf of the transactions contemplated hereby nor its compliance with the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it is Sublandlord and constitutes a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtained; (e) this Agreement is its legal, valid and binding obligation, obligation of the Sublandlord enforceable against it in accordance with its terms, except to the extent that enforceability as may be limited by laws of general application affecting the rights of creditors; (d) the performance of this Sublease Agreement and the completion of the transactions contemplated by this Sublease Agreement shall not conflict with the Sublandlord's constating documents or, to the best of the Sublandlord's knowledge, of any agreement (including the Offer to Lease Agreement) to which the Sublandlord is a party, and shall not violate any applicable bankruptcysecurities laws or give any person any right to terminate or cancel any agreement or any right, insolvency, moratorium, reorganization license or other similar benefit enjoyed by the Sublandlord; (e) the Offer to Lease Agreement has been duly executed and delivered on behalf of the Sublandlord and constitutes a legal, valid and binding obligation of the Sublandlord enforceable against it in accordance with its terms, except as may be limited by laws of general application affecting the enforcement rights of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) there the Offer to Lease Agreement is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, good standing and all terms and conditions of the Offer to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or the validity or enforceability, of this AgreementLease Agreement remain in good standing and in full force and effect; and (g) it will be able to deliver and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, or any other representations or and warranties are made by the Warranting Party under Sublandlord with the knowledge and expectation that the Subtenant is placing complete reliance thereon. Such reliance shall not be affected by any investigation or examination conducted by the Subtenant or its representatives before or after the date of this Sublease Agreement.

Representations and Warranties of the Parties. Each Party Except as otherwise provided in this Section, each party represents and warrants to and in favor of the other Partyother, as to itself, that: (a) it (i) such party is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, and (ii) Lessee only represents and warrants that it (A) is and covenants that throughout the Term it will remain duly certificated as an air carrier of passengers under the laws of its state the United States of incorporationAmerica; and is duly qualified, authorized (B) operates and will throughout the Term continue to do business operate the Aircraft in accordance with the rules and in good standing in each jurisdiction where regulations of the character FAA as an air carrier holding a certificate issued under ss. 44705 of its properties or the nature of its activities makes such qualification necessaryTransportation Act; (b) it has all requisite power and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement and to carry on its business as now being conducted and as proposed to be conducted under this Agreement; (c) it has the requisite power and authority to execute, deliver and perform its obligations under this Agreement; (d) it has duly authorized, executed and delivered this Agreement, and neither its execution and delivery hereof nor its by such party of this Lease, the Lease Supplement, and any other Operative Agreement the consummation by such party of the transactions contemplated hereby nor its herein and therein and compliance with the terms and provisions hereof and thereof are within such party's corporate powers, do not and will not result in a violation of such party's articles of incorporation or performance of its obligations hereunder (i) does or by-laws as currently in effect; and do not and will contravene any of its organizational documents ornot conflict with, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material a breach of any term or provision of, or constitute a default under, or result in the imposition of any material default under Lien upon the Lease or any Item of Equipment under, any indenture, mortgage, or other agreement or instrument to which it such party is a party or by which it or any of its properties properties, is or may be bound bound, or affected; any existing applicable law, rule or (iii) does regulation, or will require the consent any judgment, order or approval decree, of any person government, governmental instrumentality or entity that has not already been obtainedcourt having jurisdiction over such party or any of its properties; (ec) Lessee only represents and warrants that, upon its delivery hereunder, none of the Aircraft, Airframe, Landing Gear, Engines or any Part thereof, shall be or become subject to any Lien except for such, if any, as is permitted by Article 14 hereof; (d) this Lease, the Lease Supplement and the other Operative Agreements have each been duly authorized by such party, this Lease, the Lease Supplement and the other Operative Agreements has been duly executed and delivered by such party, and this Lease and the Tax Indemnity Agreement is its are and the Lease Supplement will be, upon due execution and delivery thereof, a legal, valid and binding obligationobligation of such party, enforceable against it such party in accordance with its terms, except to the extent that as such enforceability may be further limited by applicable bankruptcy, ; insolvency, moratorium, reorganization or and other similar laws of general application affecting the enforcement of creditors' rights rights; (e) Lessee only represents and subject warrants that Lessee has received every consent, approval or authorization of, and has given every notice to, each Governmental Authority having jurisdiction with respect to general equitable principles the execution, delivery or performance of this Lease (regardless of whether including all monetary and other obligations hereunder) that is required in order for Lessee to execute and deliver this Lease and the other Operative Agreements and each other document to which Lessee is a party, and to perform the transactions contemplated hereby and thereby and each such enforceability consent, approval or authorization is considered in a proceeding in equity or at law)valid and effective and has not been revoked; (f) Lessee only represents and warrants that there is are no action, suit, proceeding, inquiry suits or investigation, at law or in equity, before or by any court, governmental agency, public board or body, proceedings pending or, to its knowledgethe knowledge of Lessee, threatened in any court or before any regulatory commission, board or other administrative governmental agency against or affecting it Lessee which will have a materially adverse effect on the current business or contesting financial condition of Lessee; (g) Lessee only represents and warrants that, except for the filing for recordation of this Lease and the Lease Supplement with the FAA and the filing of any Uniform Commercial Code financing statements required, and the placing on the Aircraft and on each Engine of the plates containing the legends referred to in Section 5.6 hereof, no further filing or affecting its executionrecording of this Lease or of any other document and no further action, delivery are necessary or performancedesirable under the Laws of any Governmental Authority in order to (i) fully protect and establish Lessor's title to, interest in and property rights with respect to the Aircraft and Aircraft Documents as against Lessee or any third party claiming through Lessee and to ensure that the property rights of Lessor therein will have priority in all respects over the claims of all creditors of Lessee, or (ii) ensure the validity or enforceabilityvalidity, effectiveness and enforceability of this AgreementLease, the Lease Supplement and the other Operative Agreements; (h) Lessee only represents and warrants that it has delivered to Lessor a true, complete and correct copy of the Lessee's financial statements for the period ended March 31, 1998 together with an independent auditor's report with respect thereto, and Lessor represents that it has reviewed such financial statements and, assuming they are accurate, finds such financial statements to be acceptable; (i) Lessee only represents and warrants that there are no withholding or other Taxes to be deducted from any payment to be made by Lessee under this Lease; (j) Lessee only represents and warrants that Lessee is not in default in the performance of its material obligations for the payment of indebtedness for borrowed money or on any other material lease obligations; and (gk) it will Lessee only represents and warrants that, upon the commencement of a Chapter 11 proceeding under the Bankruptcy Code by or against Lessee, Lessor shall be able entitled to deliver and sell, or receive and buy, the benefit of Title 11 U.S.C. Section 1110 as applicable, Seller's Gas in effect on the quantities and for date hereof with respect to the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, or any other representations or warranties made by the Warranting Party under this AgreementAircraft.

Representations and Warranties of the Parties. Each Party represents 10.1 The Buyer issues to the Sellers the following representations and warrants warranties, each of which shall be correct and true at the Execution Date: (i) BH is a company incorporated under Irish law whose shares are admitted to trading on the Nasdaq market in New York, duly incorporated and able to carry on its business, has full enjoyment of its rights and is not in favor a state of insolvency or liquidation; (ii) All corporate proceedings, which must be undertaken by or on behalf of the other PartyBuyer to authorize the Buyer to enter into this Contract, thathave been duly and duly undertaken, this Contract has been duly entered into by the Buyer and constitutes a valid and binding obligation for the same. (iii) The signing and performance of the Contract in itself considered: (a) it is a corporation duly organizeddo not give rise to violations of provisions contained in the statute of the Buyer, validly existing and nor to violations of rules of law or regulations or provisions contained in good standing under orders of the laws of its state of incorporation; and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties judicial authority or the nature of its activities makes such qualification necessaryother competent authorities; (b) it has do not constitute a breach of further obligations assumed by the Buyer and, in any case, borne by it. (c) do not require any further approval or authorisation or other act by any person or body or authority, or any further communication to them; (iv) The Buyer disposes and will dispose on the Execution Date of all requisite funds necessary to promptly fulfill all its payment commitments under this Contract. 10.2 The Sellers issue to the Buyer the following representations and warranties, each of which shall be correct and true at the Execution Date: (i) The Sellers have the full enjoyment of their rights, are not in a state of insolvency, nor are they subject, or are there, to the state, facts or events that could determine their submission to insolvency proceedings; (ii) The Sellers are endowed with any capacity, power and authority or authorization necessary to own or hold under lease or easement and operate sign the property it purports to own or hold under lease or easement Contract and to carry on its business as now being conducted fulfil all obligations and as proposed commitments arising therefrom. In particular, the signing and fulfillment of the Contract by the Sellers: (a) do not require any further approval or authorisation or other act by any person or body or authority, or any further communication to be conducted under this Agreementthem; (b) do not give rise to violations of rules of law or regulations and of provisions contained in measures of the judicial authority or other competent authorities; (c) it has the requisite power and authority to execute, deliver and perform its do not constitute a breach of further obligations under this Agreement; (d) it has duly authorized, executed and delivered this Agreement, and neither its execution and delivery hereof nor its consummation of the transactions contemplated hereby nor its compliance with the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents orassumed by them and, in any material respectcase, any law, statute or other legal requirement applicable charged to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtained; (e) this Agreement is its legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or the validity or enforceability, of this Agreement; and (g) it will be able to deliver and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, or any other representations or warranties made by the Warranting Party under this Agreementthem.

Representations and Warranties of the Parties. Each Party represents (a) inVentiv represents, warrants and warrants to and in favor of the other Party, covenants that: (ai) during the term of this Agreement and any Project Agreement, it is shall perform the Services in a corporation duly organizedprofessional, validly existing workmanlike manner and in good standing under the laws of its state of incorporation; accordance with those specifications which inVentiv and is duly qualifiedClient agree to (in writing), authorized to do business and any timelines agreed upon (in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessarywriting); (bii) during the term of this Agreement and any Project Agreement, it has shall maintain in full force and effect all requisite power necessary licenses, permits, approvals (or waivers) and authority to own or hold under lease or easement authorizations required by law, and operate the property it purports to own or hold under lease or easement where applicable, standard operating procedures, processes and protocols to carry on out its business as now being conducted and as proposed to be conducted obligations under this Agreement and any Project Agreement; (ciii) it has the requisite power execution, delivery and authority to execute, deliver performance of this Agreement by inVentiv and perform its obligations under this Agreement; (d) it has duly authorized, executed and delivered this Agreement, and neither its execution and delivery hereof nor its the consummation of the transactions transaction(s) contemplated hereby nor has been duly authorized by all requisite corporate action; that the Agreement constitutes the legal, valid, and binding obligation of inVentiv, enforceable in accordance with its compliance with terms (except to the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents orextent enforcement is limited by bankruptcy, in any material respectinsolvency, any law, statute reorganization or other legal requirement applicable to or binding upon it or its propertieslaws affecting creditors’ rights generally and by general principles of equity); (ii) and that this Agreement and performance hereunder does or will contravene or result in any material breach of not violate or constitute any material default a breach under any agreement organizational document of inVentiv or instrument any contract, other form of agreement, or judgment or order to which it inVentiv is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtainedis bound; (eiv) during the term of this Agreement and any Project Agreement, the personnel assigned to perform Services rendered under this Agreement and any Project Agreement shall be capable professionally, duly trained and qualified to perform the Services hereunder and in each Project Agreement; (v) it is not a party to any agreement which would prevent it from fulfilling its obligations under this Agreement and any Project Agreement and that during the term of this Agreement and any Project Agreement, it will not enter into any agreement to provide services which would in any way prevent it from performing the Services under this Agreement and any Project Agreement; and (vi) during the term of this Agreement and any Project Agreement, the Services shall be provided in compliance with all statutes, federal and state applicable laws, ordinances, rules or regulations of any governmental or regulatory authority including (but not limited to) the OIG Compliance Program Guidance for Pharmaceutical Manufacturers, the PhRMA Code on Interactions with Healthcare Professionals, the Accreditation Council for Continuing Medical Education requirements for continuing medical education, the American Medical Association Ethical Guidelines on Gifts to Physicians from Industry, the Federal Food, Drug and Cosmetic Act (“FDCA”), the Medicare/Medicaid anti-kickback statute, the Prescription Drug Marketing Act (“PDMA”), the Health Insurance Portability and Accountability Act, and similar state laws, rules and regulations (collectively, “Applicable Law”). (b) Client represents, warrants and covenants that: (i) the execution, delivery and performance of this Agreement by Client and the consummation of the transaction(s) contemplated hereby has been duly authorized by all requisite corporate action; this Agreement constitutes the legal, valid valid, and binding obligationobligation of Client, enforceable against it in accordance with its terms, terms (except to the extent that enforceability may be enforcement is limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement creditors’ rights generally and by general principles of creditors' rights equity); and subject this Agreement and performance hereunder does not violate or constitute a breach under any organizational document of Client or any contract, other form of agreement, or judgment or order to general equitable principles (regardless of whether such enforceability which Client is considered in a proceeding in equity party or at law)by which it is bound; (fii) there is no actionClient shall apply the degree of skill and care necessary to provide inVentiv with the information and materials necessary for inVentiv to provide the Services and deliverables that will be of high quality, suitproper and sufficient for the purpose contemplated, proceedingand in accordance with the standards of care and diligence regularly practiced by pharmaceutical companies contracting to receive the same or similar services. (iii) Client will act in good faith to provide inVentiv with the necessary materials, inquiry information, product knowledge, and assistance required to enable inVentiv to perform the Services in compliance with all Applicable Law. Client obligations and responsibilities unique to a specific Project Agreement shall be specified within that Project Agreement. ; (iv) Client shall ensure all content (product or investigationotherwise), at law or materials, documentation and information provided by it to inVentiv are in equity, before or compliance with all Applicable Laws. Should Client desire to not abide by any courtguidance, governmental agencycode or protocols as those referred to under Section 3(a)(vi) that are deemed best practices in the pharmaceutical industry to the extent they do not have the force of law, public board then inVentiv shall not be required to use or bodyimplement the resulting materials, pending ordocumentation or information; (v) Client shall provide inVentiv with any and all knowledge necessary regarding the Client product(s) to allow inVentiv to carry out training with those who will be providing the Services under any of the Project Agreements and Client shall be responsible for all costs and expenses of such training, including inVentiv personnel travel, lodging, meals, and miscellaneous; (vi) Client’s products shall be promoted under trademarks owned by or licensed to Client and are products which are either owned by Client and/or as to which Client has all lawful authority necessary to market and sell the products. Client represents and warrants that its knowledgetrademarks, threatened against trade names and trade dress do not infringe on any intellectual property or affecting product marketing rights of any other person or entity. Client further represents and warrants that the promotion of any Client product by inVentiv does not infringe on any intellectual property or product marketing rights of any other person or entity; (v) it is not a party to any agreement which would prevent it from fulfilling its obligations under this Agreement and any Project Agreement and that during the term of this Agreement and any Project Agreement, it will not enter into any agreement which would in any way prevent or contesting or affecting its execution, delivery or performance, or restrict inVentiv from performing the validity or enforceability, of Services under this Agreement; and (gvi) it will be able to deliver is solely responsible for reviewing and sell, or receive approving Client’s product promotional materials and buy, as applicable, Seller's Gas literature and for ensuring all such materials comply with Applicable Law; and (vii) Client shall notify inVentiv in the quantities event it is subject to or becomes subject to a Federally Mandated Corporate Integrity Agreement (“CIA”) or other compliance obligations which require inVentiv to provide Client with data, training, analysis, oversight or certifications that are not contemplated by the Services described herein. In such event, the Parties shall mutually agree on an appropriate allocation of costs and for expenses associated with inVentiv’s provision of such CIA related data, training, analysis, oversight or certifications not included in the prices specified in scope of Services provided under this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, Agreement or any other representations or warranties made by the Warranting Party under this related Project Agreement.

Representations and Warranties of the Parties. Each Party represents and warrants to and in favor of the other Party, that: (a) it is a corporation duly organized, validly existing The KB Parties jointly and in good standing under the laws of its state of incorporation; severally represent and is duly qualified, authorized warrant to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary; HMC that (bi) it this Agreement has all requisite power and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement and to carry on its business as now being conducted and as proposed to be conducted under this Agreement; (c) it has the requisite power and authority to execute, deliver and perform its obligations under this Agreement; (d) it has been duly authorized, executed and delivered by the KB Parties, (ii) the execution, delivery and performance of this Agreement by the KB Parties will not violate the certificate of incorporation and by-laws of the KB Parties or any contract or other agreement to which either of the KB Parties is a party, (iii) this Agreement, when so executed and neither its execution and delivery hereof nor its consummation of the transactions contemplated hereby nor its compliance with the terms hereof or performance of its obligations hereunder (i) does or delivered, will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtained; (e) this Agreement is its legal, valid and binding obligationobligation of the KB Parties enforceable against them in accordance with its terms and (iv) no term sheet, letter of intent or other agreement has been entered into, no written offer has been received by and no investment banker has been engaged or retained by the KB Parties or any of their affiliates, with respect to or in connection with, any merger or consolidation of either of the KB Parties with another entity, or any transfer, sale or disposition by either of the KB Parties of the equity or assets of the KB Parties to a third party. (b) HMC represents and warrants to the KB Parties that (i) this Agreement has been duly authorized, executed and delivered by HMC, (ii) the execution, delivery and performance of this Agreement by HMC will not violate the articles of incorporation and by-laws of HMC or any contract or other agreement to which HMC is a party and (iii) this Agreement, when so executed and delivered, will constitute a legal, valid and binding obligation of HMC enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law);. (fc) there is no action, suit, proceeding, inquiry or investigation, at law or Each of the Parties acknowledges that it has been advised by counsel in equity, before or by any court, governmental agency, public board or body, pending or, relation to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or the validity or enforceability, of this Agreement; and (g) it will be able to deliver and sell, or receive and buy, as applicable, Seller's Gas in is not relying on any representations of the quantities and for the prices specified other Parties other than those set forth in this Agreement. Each , and has had ample time to investigate all facts that may be material in deciding whether to enter into this Agreement, and that there are no facts which, if known, would have caused such Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, or any other representations or warranties made by the Warranting Party under not to enter into this Agreement.

Representations and Warranties of the Parties. Each Party 2.1 The Purchaser represents and warrants to and the Vendor, with the knowledge that the Vendor is relying upon same in favor of the other Party, entering into this Agreement that: (a) it is a corporation body corporate duly organizedincorporated, organized and validly existing and in good standing subsisting under the laws of its state of incorporation; and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessaryincorporating jurisdiction; (b) it has all requisite full power and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement and to carry on its business as now being conducted and as proposed to be conducted under enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement; (c) neither the execution and delivery of this Agreement nor any of the agreements referred to herein or contemplated hereby, nor the consummation of the transactions hereby contemplated will conflict with, result in the breach of or accelerate the performance required by any agreement to which it is a party; (d) the execution and delivery of this Agreement and the agreements contemplated hereby will not violate or result in the breach of laws of any jurisdiction applicable or pertaining thereto or of its constating documents; and (e) no proceedings are pending for, and the Purchaser is unaware of any basis for, the institution of any proceedings leading to the placing of the Purchaser in bankruptcy or subject to any other laws governing the affairs of insolvent parties. 2.2 The representations and warranties contained in paragraph 2.1 are provided for the exclusive benefit of the Vendor, and a breach of any one or more representations or warranties may be waived by the Vendor in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in paragraph 2.1 will survive the execution and delivery of this Agreement. 2.3 The Vendor represents and warrants to the Purchaser, with the knowledge that the Purchaser is relying on same in entering into this Agreement that: (a) it is a body corporate duly incorporated, organized and validly subsisting under the laws of its incorporating jurisdiction; (b) it has the requisite full power and authority to execute, deliver carry on its business and perform its obligations under to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement; (dc) it has duly authorized, executed and delivered this except for the Option Agreement, and neither its the execution and delivery hereof of this Agreement nor its any of the agreements referred to herein or contemplated hereby, nor the consummation of the transactions hereby contemplated hereby nor its compliance with the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents orconflict with, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material the breach of or constitute any material default under accelerate the performance required by any agreement or instrument to which it is a party party; (d) the execution and delivery of this Agreement and the agreements contemplated hereby will not violate or by which it result in the breach of laws of any jurisdiction applicable or any pertaining thereto or of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtainedconstating documents; (e) this Agreement no proceedings are pending for, and the Vendor is its legalunaware of any basis for, valid and binding obligation, enforceable against it in accordance with its terms, except the institution of any proceedings leading to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization placing of the Vendor in bankruptcy or other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless any other laws governing the affairs of whether such enforceability is considered in a proceeding in equity or at law)insolvent parties; (f) except for the Option Agreement, the Vendor is the sole legal and/or equitable owners of the Property and the Property is free and clear of, and from, all liens, security interests, charges and encumbrances (each, an “Encumbrance”) and is not subject to any judgment, order or decree entered in any lawsuit or proceeding; (g) except for the Option Agreement, neither the execution, delivery and performance of this Agreement, nor the consummation of the Sale, will conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any Encumbrance upon the Property or other instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Property; (h) to the knowledge of the Vendor, there is no basis for and there is no action, suit, proceedingjudgment, inquiry claim, demand or investigationproceeding outstanding or pending, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting the Property that, if adversely resolved or determined, would have a material adverse effect on the Property (a “Material Adverse Effect”) and there is no reasonable basis for any claim or action that, based upon the likelihood of its being asserted and its success if asserted, would have such a Material Adverse Effect; (i) the Vendor holds all permits, licences, consents and authorities issued by any government or governmental authority which are necessary in connection with the ownership of the Property; (j) the Property has been properly staked, located and recorded pursuant to the applicable laws and regulations of the State of Nevada and applicable federal laws thereto and all mining claims comprising the Property are in good standing; (k) except for the Option Agreement, there are no outstanding agreements or options to acquire the Property or any portion or interest thereof, and no person, firm or corporation, other than the Vendor, has any proprietary or possessory interest in the Property; (l) there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Property and the conduct of the operations related thereto, and the Vendor has not received any notice of same and is not aware of any basis on which any such orders or direction could be made; (m) the Vendor’s ownership of the Property is in compliance with, is not in default or violation in any material respect under, and the Vendor has not been charged with or received any notice at any time of any material violation of any statute, law, ordinance, regulation, rule, decree or other applicable regulation in connection with the Vendor’s ownership of the Property; (n) the Vendor has duly filed all reports and returns required to be filed with governmental authorities and have obtained all governmental permits and other governmental consents, except as may be required after the execution of this Agreement and all of such permits and consents are in full force and effect, and no proceedings for the suspension or cancellation of any of them, and no investigation relating to any of them, is pending or to the knowledge of the Vendor, threatened, and none of them will be adversely affected by the entry into this Agreement or the consummation of the Sale; (o) the Vendor has held the Property in material compliance with all laws, rules, statutes, ordinances, orders and regulations and the Vendor has not received any notice of any violation thereof, nor is the Vendor aware of any valid basis therefore; (p) there is no adverse claim or challenge against or to the ownership of or title to any part of the Property and, to the knowledge of the Vendor, there is no basis for such adverse claim or challenge which may affect the Property; (q) the Vendor has advised the Purchaser of all of the material information relating to the mineral potential of the Property of which it has knowledge; (r) no filing or contesting or affecting its executionregistration with, delivery or performanceno notice to and no permit, authorization, consent, or approval of any public or governmental body or authority or other person or entity is necessary for the validity consummation of the Sale contemplated by this Agreement or enforceability, of this Agreementto enable the Purchaser to purchase the Property on the Closing Date; (s) there are no mine workings or waste dumps or mine tailings on the Property; and (gt) it will be able the Property is not subject to deliver and sellany mining royalties imposed by the State of Nevada, or receive any federal, municipal or local authority, which are beyond the control of the Vendor. 2.4 The representations and buy, as applicable, Seller's Gas warranties contained in the quantities and paragraph 2.3 are provided for the prices specified in this Agreement. Each Party (exclusive benefit of the "Warranting Party") shall releasePurchaser, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's a breach of any one or more representations or warranties may be waived by the Purchaser in whole or in part at any time without prejudice to its rights in respect of any other breach of the foregoing warranties, same or any other representation or warranty, and the representations or and warranties made by contained in paragraph 2.3 will survive the Warranting Party under execution and delivery of this Agreement.

Representations and Warranties of the Parties. 4.1 Each Party of the Birch Hill Entities hereby solidarily represents and warrants to the Parent and the Purchaser as follows and acknowledges that the Parent and the Purchaser are relying upon these representations and warranties in favor connection with the entering into of this Agreement and the other Party, thatArrangement Agreement: (a) it has been duly formed and is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; and is duly qualified, authorized to do business and in good standing in each the jurisdiction where the character of its properties or the nature of formation and has all necessary power and authority to execute and deliver this Agreement and to perform its activities makes such qualification necessaryobligations hereunder; (b) the execution and delivery of this Agreement by it has all requisite power and authority to own or hold under lease or easement the performance by it of its obligations hereunder have been duly authorized and operate the property it purports to own or hold under lease or easement and to carry no other corporate proceedings on its business part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by it and, assuming the due authorization, execution and delivery by the Parent and the Purchaser, constitutes a legal, valid and binding obligation, enforceable by the Parent and the Purchaser against each of the Birch Hill Entities in accordance with its terms, except as now being conducted enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies such as proposed specific performance and injunction may be granted only in the discretion of a court of competent jurisdiction; (d) other than as provided in the Arrangement Agreement with respect to the parties thereto and filings required under applicable securities Laws, the execution, delivery and performance by it of this Agreement does not require any consent, approval, authorization or permit of, any action by, filing with or notification to any Governmental Entity, other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, be conducted under reasonably expected to prevent or materially delay the consummation of the Transaction; (e) it is the sole legal and/or beneficial owner of the number of Subject Shares and principal amount of Subject Convertible Debentures listed opposite its name on Schedule A to this Agreement; (cf) it has currently has, and as of the requisite Company Meeting, will have, the sole right to vote (or cause to be voted) and dispose (or direct the disposition of) all the Subject Shares, and all the Subject Securities are, and immediately prior to the Effective Time will be (other than any Subject Shares Transferred following the Company Meeting in accordance with Section 3.1(d)), legally and/or beneficially owned solely by it with good and marketable title thereto, free and clear of any and all Liens of any nature or kind whatsoever; (g) none of the Subject Securities is subject to any voting trust, agreement, arrangement or restriction with respect to the voting of such Subject Securities, including the granting of any proxy or power and authority of attorney with respect thereto, that would prevent or delay its ability to execute, deliver and perform its obligations under hereunder; (h) no Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Parent and the Purchaser pursuant to this Agreement; (di) it has duly authorized, executed and delivered this Agreement, and neither its none of the execution and delivery hereof nor its consummation by it of this Agreement or the completion or performance of the transactions contemplated hereby nor its or the compliance by it with the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material a breach of or constitute a default (with or without notice of lapse of time or both) under any material default under provision of (i) its constating documents, (ii) any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; or assets is bound, (iii) does any judgment, decree, order or will require the consent or approval award of any person Governmental Entity, or entity that has (iv) any Law or Order, except, in each case, as would not already been obtainedreasonably be expected, either individually or in the aggregate, to materially impair the ability of the Birch Hill Entities to perform their obligations hereunder; (ej) (i) the only securities of the Company owned, directly or indirectly, or over which control or direction is exercised, by it are those listed on Schedule A to this Agreement opposite its name, and (ii) it has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by it or transfer to it of additional Shares or Convertible Debentures (other than pursuant to the terms of the Convertible Debentures in effect on the date hereof and the pre-emptive rights contemplated in that certain amended and restated investor rights agreement, made as of March 15, 2022, between the Company and each of the Birch Hill Entities); (k) there are no Actions in progress or pending or, to the knowledge of any Birch Hill Entity, threatened against it or any of its affiliates that would materially adversely affect in any manner (i) its ability to enter into this Agreement and to perform its obligations hereunder, or (ii) its title to, or ownership of, any of the Subject Securities; and (l) it understands and acknowledges that the Parent and the Purchaser are entering into the Arrangement Agreement in reliance upon the Birch Hill Entities’ execution and delivery of this Agreement. 4.2 Each of the Parent and the Purchaser hereby solidarily represents and warrants to the Birch Hill Entities as follows and acknowledges that the Birch Hill Entities are relying upon these representations and warranties in connection with the entering into of this Agreement: (a) it has been duly formed and is validly existing under the laws of the jurisdiction of its formation and has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder have been duly authorized and no other corporate proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement is its has been duly executed and delivered by it and, assuming the due authorization, execution and delivery by the Birch Hill Entities, constitutes a legal, valid and binding obligation, enforceable by the Birch Hill Entities against it each of the Parent and the Purchaser in accordance with its terms, except to the extent that enforceability as enforcement may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and other similar laws affecting the enforcement rights of creditors' rights creditors generally and subject except that equitable remedies such as specific performance and injunction may be granted only in the discretion of a court of competent jurisdiction; (d) other than as provided in the Arrangement Agreement with respect to general equitable principles the parties thereto and filings required under applicable securities Laws, the execution, delivery and performance by it of this Agreement does not require any consent, approval, authorization or permit of, any action by, filing with or notification to any Governmental Entity, other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, be reasonably expected to prevent or materially delay the consummation of the Transaction; (regardless e) none of whether such enforceability is considered the execution and delivery by it of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by it with its obligations hereunder will result in a proceeding breach of or constitute a default (with or without notice of lapse of time or both) under any provision of (i) its constating documents, (ii) any agreement or instrument to which it is a party or by which it or any of its properties or assets is bound, (iii) any judgment, decree, order or award of any Governmental Entity, or (iv) any Law or Order, except, in equity each case, as would not reasonably be expected, either individually or at law);in the aggregate, to materially impair the ability of the Parent or the Purchaser to perform its obligations hereunder; and (f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or it has the requisite corporate power and authority to enter into the Arrangement Agreement and to perform its obligations under the Arrangement Agreement and to consummate the transactions contemplated by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or the validity or enforceability, of this Arrangement Agreement; and. (g) it will be able to deliver 4.3 The representations and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified warranties set forth in this Agreement. Each Party (Article 4 shall not survive the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any completion of the foregoing warranties, or any other representations or warranties made by Transaction and will expire and be terminated at the Warranting Party under this AgreementExpiry Time.

Representations and Warranties of the Parties. Each Party (a) Westar represents and warrants to POI and in favor of the other Party, POIA that: (ai) it is a corporation validly existing and in good standing under the laws of the State of Kansas; (ii) it has all corporate power and authority to execute and deliver this Settlement Agreement and to perform its obligations hereunder; (iii) the execution, delivery and performance of this Settlement Agreement by Westar, and the consummation by Westar of the transactions contemplated hereby, have been duly organizedauthorized by all necessary corporate action on the part of Westar, including by its board of directors; (iv) this Settlement Agreement has been duly and validly executed and delivered by Westar and (assuming the due authorization, execution and delivery hereof by POI and POIA) constitutes a legal, valid and binding obligation of Westar enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity); (v) the execution and delivery by Westar of this Settlement Agreement, the consummation of the transactions contemplated hereby, and compliance by Westar with any of the provisions hereof will not conflict with, constitute a default under or violate (x) any of the terms, conditions or provisions of its articles of incorporation or by-laws, (y) any of the terms, conditions or provisions of any document, agreement or other instrument to which Westar is a party or by which its property is bound, or (z) any judgment, writ, injunction, decree, order or ruling of any court or governmental authority binding on it or its property; (vi) no consent, approval, waiver, license or authorization or other action by, or filing with, any court or governmental agency, commission or authority is required in connection with the execution and delivery by Westar of this Settlement Agreement, the consummation by Westar of the transactions contemplated hereby and compliance by Westar with any of the provisions hereof; and (vii) Westar is the legal and beneficial owner of the Notes, free and clear of any Liens and at the Settlement Closing will transfer good and valid title to the Notes free and clear of any Liens. No representation or warranty is made hereby as to the value or priority of any claim under or by virtue of ownership of the Notes. (b) POI represents and warrants to Westar that: (i) it is a corporation validly existing and in good standing under the laws of the State of Delaware; (ii) it has all corporate power and authority to execute and deliver this Settlement Agreement and to perform its obligations hereunder; (iii) the execution, delivery and performance of this Settlement Agreement by POI, and the consummation by POI of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of POI, including by its board of directors; (iv) this Settlement Agreement has been duly and validly executed and delivered by POI and (assuming the due authorization, execution and delivery hereof by Westar and POIA) constitutes a legal, valid and binding obligation of POI enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity); (v) the execution and delivery by POI of this Settlement Agreement, the consummation of the transactions contemplated hereby, and compliance by POI with any of the provisions hereof will not conflict with, constitute a default under or violate (x) any of the terms, conditions or provisions of its certificate of incorporation or by-laws, (y) any of the terms, conditions or provisions of any document, agreement or other instrument to which POI is a party or by which its property is bound, or (z) any judgment, writ, injunction, decree, order or ruling of any court or governmental authority binding on it or its property; and (vi) no consent, approval, waiver, license or authorization or other action by, or filing with, any court or governmental agency, commission or authority is required in connection with the execution and delivery by POI of this Agreement, the consummation by POI of the transactions contemplated hereby and compliance by POI with any of the provisions hereof. (c) POIA represents and warrants to Westar that: (i) it is validly constituted, validly existing and in good standing under the laws of its state the State of incorporation; and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessaryDelaware; (bii) it has all requisite necessary power and authority to own or hold under lease or easement execute and operate the property it purports to own or hold under lease or easement deliver this Settlement Agreement and to carry on perform its business as now being conducted and as proposed to be conducted under this Agreementobligations hereunder; (ciii) the execution, delivery and performance of this Settlement Agreement by it, and the consummation by it has of the requisite power transactions contemplated hereby, have been duly authorized by all corporate or partnership or other similar actions on its part that are necessary to make it a valid and authority to execute, deliver and perform its obligations under this Agreementbinding obligation; (div) it this Settlement Agreement has been duly authorized, and validly executed and delivered this Agreementby it and (assuming the due authorization, and neither its execution and delivery hereof nor by Westar and POI) constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity); (v) the execution and delivery by it of this Settlement Agreement, the consummation of the transactions contemplated hereby nor its hereby, and compliance by it with any of the terms provisions hereof will not conflict with, constitute a default under or performance violate (x) any of the terms, conditions or provisions of its obligations hereunder constitutional documents, (iy) does or will contravene any of its organizational documents orthe terms, in conditions or provisions of any material respectdocument, any law, statute agreement or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it is a party or by which its property is bound, or (z) any judgment, writ, injunction, decree, order or ruling of any court or governmental authority binding on it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtained; (e) this Agreement is its legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or the validity or enforceability, of this Agreementproperty; and (gvi) it will be able to deliver and sellno consent, approval, waiver, license or authorization or other action by, or receive filing with, any court or governmental agency, commission or authority is required in connection with the execution and buydelivery by it of this Settlement Agreement, as applicable, Seller's Gas in the quantities consummation by it of the transactions contemplated hereby and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of compliance by it with any of the foregoing warranties, or any other representations or warranties made by the Warranting Party under this Agreementprovisions hereof.

Representations and Warranties of the Parties. Each Party 19.1 GTSD hereby represents and warrants to and in favor BNFL as of the other Party, thatdate hereof as follows: (ai) it GTSD is a corporation duly organized, incorporated and validly existing and in good standing under the laws of its state the State of incorporation; and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary;Delaware. (bii) it GTSD has all requisite corporate power and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement and to carry on its business as now being conducted and as proposed to be conducted under enter into this Agreement; (c) it has , the requisite power Convertible Debenture and authority to execute, deliver the Sublicense Agreement and carry out and perform its obligations under the terms of such agreements. (iii) The execution, delivery and performance of this Agreement; (d) it has , the Convertible Debenture and the Sublicense Agreement have been duly authorizedauthorized and approved by all necessary corporate action and this Agreement, the Convertible Debenture and the Sublicense Agreement, when duly executed and delivered by GTSD, will constitute valid and legally binding obligation of GTSD, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generally. (iv) The execution and performance of this Agreement, the Convertible Debenture and neither its execution the Sublicense Agreement do not and delivery hereof nor its consummation of the transactions contemplated hereby nor its compliance with the terms hereof or performance of its obligations hereunder will not (i) does violate GTSD's certificate of incorporation or will contravene bylaws, or the terms of any judgment, decree or order of its organizational documents or, in any court or administrative authority or the terms of any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it is a party or by which it or any of its properties may be is bound or affected; (ii) require the filing, declaration or registration with, or permit, consent or approval of, or the giving of any notice to, any governmental authority or third party, excluding those that have already been obtained prior to the date hereof. (v) There is no litigation, arbitration, mediation or other investigation or proceeding pending or, to the best of GTSD's knowledge, threatened or in prospect, against GTSD with respect to the transactions contemplated by this Agreement. (vi) Schedule 19.1 attached hereto sets forth, as of the date hereof, a true, complete and accurate list of all (i) United States and foreign patents and patent applications, (ii) unpatented technology, including trade secrets, know-how, proprietary rights and information, and expertise, (iii) does United States, state and foreign trademark applications and registrations, trade names and material common-law marks, (iv) United States and foreign registered and material unregistered copyrighted works, including any computer programs and (v) any license, joint venture or will require other material agreements relied on, related to, used or enjoyed by GTSD in connection with its business of vitrifying radioactive and mixed wastes (collectively, the consent "Intellectual Property"). (vii) Except as set forth in SCHEDULE 19.1, GTSD either (a) owns or approval (b) holds adequate, enforceable, valid and binding licenses to use, transfer, sublicense and otherwise grant rights to third parties in, all of the Intellectual Property. (viii) Except as set forth in SCHEDULE 19.1, GTSD has no knowledge nor any basis to believe that (a) any of the Intellectual Property or (b) any past operations or currently planned operations, activities or products of GTSD, infringe on any intellectual property, proprietary, contract or other rights of any third party. (ix) Except as set forth in SCHEDULE 19.1, to the best of GTSD's knowledge, no entity or person is infringing the rights of GTSD with respect to the Intellectual Property and GTSD has no reasonable basis to claim such infringement. (x) Except as set forth in SCHEDULE 19.1 and other than the rights of the Inventors, (a) the Intellectual Property is free and clear of any liens, pledges, assignments, obligations or any other encumbrances of any nature, and (b) no consents or approvals of any person or entity that has not already are necessary to sell, convey, transfer, assign, deliver or sublicense any of the Intellectual Property to any third party. (xi) The patents, registered trademarks and registered copyrights listed on SCHEDULE 19.1 are subsisting, valid and enforceable, and have been obtained;maintained by the Company. (xii) Except as set forth in SCHEDULE 19.1, none of (a) the Catholic University, (b) the Vitreous State Laboratory of the Catholic University, (c) the United States Government or any United States government agency, (d) any foreign government or foreign government agency or (e) any other person or entity (other than GTSD, the Inventors and First Fidelity Bank, N.A.) have any rights whatsoever in any of the Intellectual Property. 19.2 BNFL hereby represents and warrants to GTSD as of the date hereof as follows: (i) BNFL is a corporation duly incorporated and validly existing under the laws of the State of Delaware. (ii) BNFL has all requisite corporate power and authority to enter into this Agreement is and the Sublicense Agreement and carry out and perform its legalobligations under the terms of such agreements. (iii) The execution, delivery and performance of this Agreement and the Sublicense Agreement have been duly authorized and approved by all necessary corporate action and this Agreement and the Sublicense Agreement, when duly executed and delivered by BNFL, will constitute valid and legally binding obligationobligation of BNFL, enforceable against it in accordance with its their terms, except subject to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization or moratorium and other similar laws affecting relating to the enforcement rights of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law);creditors generally. (fiv) there The execution and performance of this Agreement and the Sublicense Agreement do not and will not (i) violate BNFL's certificate of incorporation or bylaws, or the terms of any judgment, decree or order of any court or administrative authority or the terms of any material agreement to which it is a party or by which it is bound or (ii) require the filing, declaration or registration with, or permit, consent or approval of, or the giving of any notice to, any governmental authority or third party, excluding those that have already been obtained prior to the date hereof. (v) There is no actionlitigation, suitarbitration, proceeding, inquiry mediation or investigation, at law other investigation or in equity, before or by any court, governmental agency, public board or body, proceeding pending or, to its the best of BNFL's knowledge, threatened or in prospect, against BNFL with respect to the transactions contemplated by this Agreement. 19.3 Each of the parties hereto covenants and agrees to indemnify the other party and its Affiliates, directors, officers, employees, agents, successors and assigns and hold such other person harmless against any and all liabilities, losses, damages, claims, deficiencies, costs and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable legal costs and expenses) actually suffered or affecting it incurred by such other person (hereinafter a "Loss"), arising out of or contesting resulting from the breach of any representation or affecting warranty by such party contained herein. 19.4 Promptly after the assertion by any third party of any claim against any party entitled to be indemnified under this Article XIX (the "Indemnitee") that, in the judgment of such Indemnitee, may result in the incurrence by such Indemnitee of Losses for which such Indemnitee would be entitled to indemnification pursuant to this Agreement, such Indemnitee shall deliver to the other party who has indemnified such Losses hereunder ("Indemnitor") a written notice describing such claim. Such Indemnitor may participate in and, at its executionoption upon acknowledgment of Indemnitee's right to indemnification for such matter, delivery assume the defense of the Indemnitee against such claim, including the employment of counsel, who shall be reasonably satisfactory to such Indemnitee. In such case, any Indemnitee shall have the right to employ separate counsel in any such action or performanceclaim and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Indemnitor unless (i) the Indemnitor shall have failed, within a reasonable time after having been notified by the Indemnitee of the existence of such claim as provided in the preceding sentence, to assume the defense of the such claim, (ii) the employment of such counsel has been specifically authorized in writing by the Indemnitor or (iii) the named parties to any such action (including impleaded parties) include both such Indemnitee and the Indemnitor and such Indemnitee shall have been advised in writing by Indemnitor's counsel that there may be conflicting interests between Indemnitee and the Indemnitor in the legal defense thereof. No Indemnitor shall be liable to indemnify any Indemnitee for any compromise or settlement of any such action or claim effected without the consent of the Indemnitor. 19.5 In the event that GTSD is required under Section 19.3 to make any indemnification to BNFL, and GTSD cannot or does not make such required payment when required, for whatever reason, BNFL or the validity or enforceability, of this Agreement; and (g) it will be able to deliver and sell, or receive and buyProject Organization, as applicable, Seller's Gas in the quantities and for the prices specified in shall be entitled to offset any such unpaid amounts against any payment otherwise due to GTSD under this Agreement. Each Party (In the "Warranting Party") event that BNFL is required under Section 19.3 to make any indemnification to GTSD, and BNFL cannot or does not make such required payment when required, for whatever reason, GTSD or the Project Organization, as applicable, shall releasebe entitled to offset any such unpaid amounts against any payment otherwise due to BNFL under this Agreement or under the Convertible Debenture. In the event the Project Organization withholds amounts otherwise due a party pursuant to this Section 19.5, indemnify and defend the Project Organization will promptly forward such amounts to the other Party against party. 19.6 All representations and warranties made pursuant to or in connection with this Agreement shall survive the date hereof, but shall terminate three (3) years after the date hereof; provided, that there shall be no such termination with respect to any and all damagesrepresentation or warranty as to which a bona fide claim has been asserted prior to such date. 19.7 Notwithstanding anything herein to the contrary, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of each party hereto shall not be liable as Indemnitor for any Losses of the foregoing warranties, or any other representations or warranties made by the Warranting Party party under this AgreementArticle XIX unless and until the aggregate amount of all Losses hereunder by such other party equals or exceeds $50,000, in which case the indemnifying party shall be liable for all such losses of the other party equal to or greater than $50,000, up to a maximum aggregate amount of $10,000,000.

Representations and Warranties of the Parties. Each Party represents (a) inVentiv represents, warrants and warrants to and in favor of the other Party, covenants that: (ai) it is shall perform the Services in a corporation duly organized, validly existing professional manner in accordance with the standards of care and diligence regularly practiced by contract sales organizations in the biopharmaceutical industry contracting to provide the same or similar services and in good standing under the laws of its state of incorporationaccordance with those specifications which inVentiv and Client agree to (in writing) and any timelines agreed upon (in writing); and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary;† DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION (bii) it has shall maintain in full force and effect all requisite power necessary licenses, permits, approvals (or waivers), and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement and authorizations required by law to carry on out its business as now being conducted and as proposed to be conducted obligations under this Master Agreement and any Project Agreement; (ciii) it has the requisite power and authority to executeexecution, deliver and perform its obligations under this Agreement; (d) it has duly authorized, executed and delivered this Agreementdelivery, and neither its execution performance of this Master Agreement by inVentiv and delivery hereof nor its the consummation of the transactions transaction(s) contemplated hereby nor have been duly authorized by all requisite corporate action; that the Master Agreement constitutes the legal, valid, and binding obligation of inVentiv, enforceable in accordance with its compliance with terms (except to the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents orextent enforcement is limited by bankruptcy, in any material respectinsolvency, any lawreorganization, statute or other legal requirement applicable to or binding upon it or its propertieslaws affecting creditors’ rights generally and by general principles of equity); (ii) and this Master Agreement and performance hereunder does or will contravene or result in any material breach of not violate or constitute any material default a breach under any agreement organizational document of inVentiv or instrument any contract, other form of agreement, or judgment or order to which it inVentiv is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtainedis bound; (eiv) the personnel assigned to perform Services rendered under this Master Agreement and any Project Agreement shall be capable professionally and duly qualified to perform the Services hereunder and in each Project Agreement; (v) it is not a party to any agreement that would prevent it from fulfilling its obligations under this Master Agreement or any Project Agreement, and during the term of this Master Agreement or any Project Agreement it shall not enter into any agreement which would in any way prevent or materially restrict it from performing the Services under this Master Agreement or any Project Agreement; and (vi) the Services shall be provided in compliance with (x) all applicable statutes, federal and state laws, ordinances, rules, or regulations of any governmental or regulatory authority including (but not limited to) the OIG Compliance Program Guidance for Pharmaceutical Manufacturers, the PhRMA Code on Interactions with Healthcare Professionals, the Accreditation Council for Continuing Medical Education requirements for continuing medical education, the American Medical Association Ethical Guidelines on Gifts to Physicians from Industry, the Federal Food, Drug and Cosmetic Act (“FDCA”) and all applicable regulations and guidance promulgated pursuant thereto by the U.S. Food and Drug Administration, the Medicare/Medicaid anti-kickback statute, the Prescription Drug Marketing Act (“PDMA”), the Health Insurance Portability and Accountability Act, and all other federal, state and local laws, and rules, regulations, guidance, guidelines and requirements of all relevant governmental or regulatory authorities applicable to the marketing, promotion, distribution and sale of any pharmaceutical products in the United States, the Federal Trade Commission Act and all regulations and guidances promulgated by the U.S. Federal Trade Commission, the U.S. Foreign Corrupt Practices Act of 1977, 15 U.S.C. §§ 78dd-1, et seq., all as amended from time to time (collectively, “Applicable Law”); (y) any Client healthcare compliance policies in effect from time to time, copies of applicable ones of which will be provided to inVentiv prior to performance of Services under each Project Agreement and as may thereafter be updated from time-to-time during the course of performance of such Services; and (z) any applicable inVentiv policies and procedures. † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION (vii) In performing the Services inVentiv shall take no action that will jeopardize the goodwill or reputation of Client or any product of Client. (b) Client represents, warrants and covenants that: (i) the execution, delivery and performance of this Master Agreement by Client and the consummation of the transaction(s) contemplated hereby has been duly authorized by all requisite corporate action; that the Agreement constitutes the legal, valid valid, and binding obligationobligation of Client, enforceable against it in accordance with its terms, terms (except to the extent that enforceability may be enforcement is limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement creditors’ rights generally and by general principles of creditors' rights equity); and subject that this Master Agreement and performance hereunder does not violate or constitute a breach under any organizational document of Client or any contract, other form of agreement, or judgment or order to general equitable principles (regardless of whether such enforceability which Client is considered in a proceeding in equity party or at law)by which it is bound; (fii) there Client shall act in good faith to provide inVentiv with the necessary materials, information, product training, and assistance, as specified in the applicable Project Agreement, reasonably required to enable inVentiv to perform the Services in compliance with all Applicable Law, and shall apply the degree of skill and care regularly practiced by pharmaceutical companies contracting to receive same or similar services to provide inVentiv (x) with the information and materials necessary for inVentiv to provide the Services and (y) if Client is no actionrequired to provide deliverables under a Project Agreement, suitsuch deliverables will be sufficient for the purpose contemplated; (iii) all content (product or otherwise), proceedingmaterials, inquiry documentation and information provided by it to inVentiv are in compliance with all Applicable Laws; (iv) Client shall provide any and all reasonably required training for the relevant inVentiv Employees specifically regarding the Client product(s) and will be responsible for all costs and expenses of such training, including inVentiv personnel travel, lodging, and meals and others costs as agreed by the Parties; (v) Client’s products that are the subject matter of the Services provided under a Project Agreement shall be promoted under trademarks owned by or investigationlicensed to Client and are products which are either owned by Client and/or as to which Client has, at law or in equitywill have as of the date such product is marketed and sold, before all material licenses, consents or by any court, governmental agency, public board or body, pending orapprovals necessary pursuant to Applicable Laws to market and sell the products. Client represents and warrants that, to its knowledge, threatened against the trademarks, trade names and trade dress used in conjunction with such products do not infringe on any intellectual property rights of any other person or affecting entity. Client further represents and warrants that to its knowledge the promotion of any Client product to be promoted by inVentiv does not infringe on any intellectual property rights of any other person or entity; (v) it or contesting or affecting is not a party to any agreement that would prevent it from fulfilling its executionobligations under this Master Agreement and any Project Agreement, delivery or performance, or and during the validity or enforceability, term of this † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION Master Agreement and any Project Agreement, it will not enter into any agreement which would in prevent or materially restrict inVentiv from performing the Services under this Master Agreement or any Project Agreement; (vi) it is solely responsible for reviewing and approving Client’s product promotional materials and literature and shall ensure all such materials provided to inVentiv for use in the Services shall comply with Applicable Law; and (gvii) it will be able to deliver and sell, or receive and buy, as applicable, Seller's Gas Client shall notify inVentiv in the quantities event that it becomes subject to a Federally Mandated Corporate Integrity Agreement (CIA) and for such CIA requires inVentiv to provide Client with data, training, analysis, oversight or certifications that are not contemplated by the prices specified Services described herein. In such event, the Parties shall mutually agree on an appropriate allocation of costs and expenses associated with inVentiv's provision of such CIA related data, training, analysis, oversight or certifications not included in the scope of Services provided under this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, Master Agreement or any other representations or warranties made by the Warranting Party under this related Project Agreement.

Representations and Warranties of the Parties. Each Party 7.1 Representations and Warranties of ZCM ZCM hereby represents and warrants to and in favor of the other Party, thatSESHK as follows: (a) it ZCM is a corporation listed company duly organized, organized and validly existing and in good standing under the laws of its state of incorporation; the PRC and is duly qualified, authorized in compliance with all conditions required to do business and in good standing in each jurisdiction where maintain its status as an enterprise legal person under the character laws of its properties or the nature of its activities makes such qualification necessary;PRC. (b) it ZCM has all requisite power submitted to SESHK a valid, true and authority to own or hold under lease or easement complete copy of its current business license bearing a current annual inspection seal from the relevant administration for industry and operate the property it purports to own or hold under lease or easement and to carry on its business as now being conducted and as proposed to be conducted under this Agreement;commerce. (c) it ZCM has the requisite power taken all appropriate and authority necessary actions to execute, deliver and perform its obligations under this Agreement; (d) it has duly authorized, executed and delivered this Agreement, and neither its execution and delivery hereof nor its consummation of the transactions contemplated hereby nor its compliance with the terms hereof or performance of its obligations hereunder (i) does empower its legal representative or will contravene any such other duly authorized representative whose signature is affixed hereto to sign this Contract and all of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument the agreements contemplated herein to which it is a party or by party, (ii) authorize the execution and delivery of this Contract and all of the agreements contemplated herein to which it or any of its properties may be bound or affected; or is a party, and (iii) does or will require authorize the consent or performance and observance of the terms and conditions of this Contract and all of the agreements contemplated herein. (d) ZCM has obtained all licenses, permits, consents, approvals and authorizations necessary for the valid execution and delivery of this Contract and all of the agreements contemplated herein to which it is a party; provided, however, that this Contract shall be subject to the approval of any person the Examination and Approval Authority or entity that has not already been obtained;other authority before the it may become effective. (e) Upon the approval of the Examination and Approval Authority, this Agreement is its Contract shall constitute the legal, valid and binding obligation, obligation of ZCM and is enforceable against it ZCM in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law);terms herein. (f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its ZCM's execution, delivery and performance of this Contract or performanceany of the other agreements contemplated herein will not violate any of the constitutional documents, any other agreement or obligation of ZCM or its Affiliates, or currently effective law, regulation or decree of China that may be applicable to any aspect of the validity or enforceability, of this Agreement; andtransactions contemplated hereunder. (g) it will be able All information supplied to deliver and sell, or receive and buy, as applicable, Seller's Gas SESHK by ZCM in the quantities and for the prices specified in relation to this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilitiesContract, including attorney's feesinformation concerning the business and financial status of ZCM and any relevant assets, arising from the Warranting Party's breach of inventories and outstanding contractual arrangements with their respective suppliers and customers, is true and correct in all material respects, whether any of the foregoing warrantiessame has been verified or audited by an independent third party or not. (h) ZCM is in compliance in all material respects with all applicable laws, including in connection with the operation of its business. ZCM has not received written notice of any material violation of any law, or any potential legal liability, relating to the operation of its business. (i) ZCM is not in default under, and, to the knowledge of ZCM, no condition exists that with notice or lapse of time or both would constitute a default or could give rise to a right of early termination, cancellation or accelerated termination under, any license, permit, consent, approval or authorization held by ZCM prior to the expiration of its terms. (j) ZCM is not the subject of any existing, pending, threatened or contemplated (i) bankruptcy, insolvency or other representations debtor’s relief proceeding, or warranties made by (ii) litigation, claim, action, suit or other judicial or administrative proceeding, which could adversely affect ZCM’s right or ability to enter into this Contract or to consummate the Warranting Party transactions contemplated herein. (k) ZCM agrees that the Company shall be liable for the payment of the Sub-license Royalty To GTI under this Agreementthe sub-license Project.

Representations and Warranties of the Parties. (a) Each Party Consenting Holder, severally and not jointly, represents and warrants to the other parties that the following statements are true, correct and in favor complete as of the other Party, that:date hereof (or as of the date a Consenting Holder becomes a party hereto): (ai) it such Consenting Holder is a corporation duly organized, validly existing and in good standing under the laws of its state jurisdiction of incorporation; incorporation or organization, and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary; (b) it has all requisite power and corporate, partnership, limited liability company or similar authority to own or hold under lease or easement enter into this Agreement and operate carry out the property it purports to own or hold under lease or easement and to carry on its business as now being conducted and as proposed to be conducted under this Agreement; (c) it has the requisite power and authority to execute, deliver transactions contemplated hereby and perform its obligations under contemplated hereunder; and the execution and delivery of this AgreementAgreement and the performance of such Consenting Holder’s obligations hereunder have been duly authorized by all necessary corporate, limited liability company, partnership or other similar action on its part; (dii) it has duly authorizedthe execution, executed delivery and delivered performance by such Consenting Holder of this AgreementAgreement does not and will not (A) to the actual knowledge of such Consenting Holder, and neither its execution and delivery hereof nor its consummation of the transactions contemplated hereby nor its compliance with the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents or, in violate any material respect, any provision of law, statute rule or regulation applicable to it, (B) violate its charter or bylaws (or other legal requirement applicable to similar governing documents), or binding upon it or its properties; (iiC) does or will contravene or conflict with, result in any material a breach of or constitute any material (with due notice or lapse of time or both) a default under any agreement or instrument material contractual obligation to which it is a party or by which it or any of its properties may be bound or affected; or party; (iii) the execution, delivery and performance by such Consenting Holder of this Agreement does not and will not require that such Consenting Holder make any material registration or will require filing with, obtain the consent or approval of of, or provide notice to, or take other action, with or by, any person federal, state or entity that has not already been obtained;governmental authority or regulatory body, except such filings as may be necessary and/or required by the SEC or other securities regulatory authorities under applicable securities laws; and (eiv) this Agreement is its legal, the legally valid and binding obligationobligation of such Consenting Holder, enforceable against it in accordance with its terms, except to the extent that enforceability as enforcement may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or other similar laws affecting the enforcement of relating to or limiting creditors' ’ rights and subject to general generally or by equitable principles relating to enforceability or a ruling of a bankruptcy court. (regardless b) Each Consenting Holder severally (and not jointly), represents and warrants to the Company that, as of whether the date hereof (or as of the date such enforceability Consenting Holder becomes a party hereto), such Consenting Holder (i) is considered the beneficial owner of the aggregate principal amount of Notes set forth below its name on the signature page hereof (or below its name on the signature page of a Joinder Agreement for any Consenting Holder that becomes a party hereto after the date hereof), or is the nominee, investment manager, or advisor for one or more beneficial holders thereof, and/or (ii) has, with respect to the beneficial owners of such Notes, (A) investment discretion with respect to such Notes, (B) power and authority to vote on and consent to matters concerning such Notes or to exchange, assign and transfer such Notes, and (C) power and authority to bind or act on the behalf of, such beneficial owners. (c) The Company represents and warrants to each of the Consenting Holders that the following statements are true, correct and complete as of the date hereof: (i) it is validly existing and in a proceeding in equity or at law)good standing under the laws of the State of Delaware, and has all requisite corporate authority to enter into this Agreement and carry out the transactions contemplated hereby and perform its obligations contemplated hereunder; and the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate action on its part; (fii) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery and performance of this Agreement does not and will not (A) to the actual knowledge of the Company, violate any material provision of law, rule or performanceregulation applicable to it, (B) violate its charter or bylaws (or other similar governing documents) or those of any of its subsidiaries, or the validity (B) conflict with, result in a breach of or enforceabilityconstitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it is a party; (iii) its execution, delivery and performance of this AgreementAgreement does not and will not require that it make any material registration or filing with, obtain the consent or approval of, or provide notice to, or take other action, with or by, any federal, state or governmental authority or regulatory body, except such filings as may be necessary and/or required by the SEC or other securities regulatory authorities under applicable securities laws; (iv) this Agreement is the legally valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability or a ruling of a bankruptcy court; and (ga) it will there exists no Default or Event of Default and (b) after giving effect to this Agreement and the transactions contemplated hereunder, no Default or Event of Default shall have occurred and be able to deliver and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, or any other representations or warranties made by the Warranting Party under this Agreementcontinuing.

Representations and Warranties of the Parties. Each Party 19.1 GTSD hereby represents and warrants to and in favor BNFL as of the other Party, thatdate hereof as follows: (ai) it GTSD is a corporation duly organized, incorporated and validly existing and in good standing under the laws of its state the State of incorporation; and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary;Delaware. (bii) it GTSD has all requisite corporate power and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement and to carry on its business as now being conducted and as proposed to be conducted under enter into this Agreement; (c) it has , the requisite power Convertible Debenture and authority to execute, deliver the Sublicense Agreement and carry out and perform its obligations under the terms of such agreements. (iii) The execution, delivery and performance of this Agreement; (d) it has , the Convertible Debenture and the Sublicense Agreement have been duly authorizedauthorized and approved by all necessary corporate action and this Agreement, the Convertible Debenture and the Sublicense Agreement, when duly executed and delivered by GTSD, will constitute valid and legally binding obligation of GTSD, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generally. (iv) The execution and performance of this Agreement, the Convertible Debenture and neither its execution the Sublicense Agreement do not and delivery hereof nor its consummation of the transactions contemplated hereby nor its compliance with the terms hereof or performance of its obligations hereunder will not (i) does violate GTSD's certificate of incorporation or will contravene bylaws, or the terms of any judgment, decree or order of its organizational documents or, in any court or administrative authority or the terms of any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it is a party or by which it or any of its properties may be is bound or affected; (ii) require the filing, declaration or registration with, or permit, consent or approval of, or the giving of any notice to, any governmental authority or third party, excluding those that have already been obtained prior to the date hereof. (v) There is no litigation, arbitration, mediation or other investigation or proceeding pending or, to the best of GTSD's knowledge, threatened or in prospect, against GTSD with respect to the transactions contemplated by this Agreement. (vi) SCHEDULE 19.1 attached hereto sets forth, as of the date hereof, a true, complete and accurate list of all (i) United States and foreign patents and patent applications, (ii) unpatented technology, including trade secrets, know-how, proprietary rights and information, and expertise, (iii) does United States, state and foreign trademark applications and registrations, trade names and material common-law marks, (iv) United States and foreign registered and material unregistered copyrighted works, including any computer programs and (v) any license, joint venture or will require other material agreements relied on, related to, used or enjoyed by GTSD in connection with its business of vitrifying radioactive and mixed wastes (collectively, the consent "Intellectual Property"). (vii) Except as set forth in SCHEDULE 19.1, GTSD either (a) owns or approval (b) holds adequate, enforceable, valid and binding licenses to use, transfer, sublicense and otherwise grant rights to third parties in, all of the Intellectual Property. (viii) Except as set forth in SCHEDULE 19.1, GTSD has no knowledge nor any basis to believe that (a) any of the Intellectual Property or (b) any past operations or currently planned operations, activities or products of GTSD, infringe on any intellectual property, proprietary, contract or other rights of any third party. (ix) Except as set forth in SCHEDULE 19.1, to the best of GTSD's knowledge, no entity or person is infringing the rights of GTSD with respect to the Intellectual Property and GTSD has no reasonable basis to claim such infringement. (x) Except as set forth in SCHEDULE 19.1 and other than the rights of the Inventors, (a) the Intellectual Property is free and clear of any liens, pledges, assignments, obligations or any other encumbrances of any nature, and (b) no consents or approvals of any person or entity that has not already are necessary to sell, convey, transfer, assign, deliver or sublicense any of the Intellectual Property to any third party. (xi) The patents, registered trademarks and registered copyrights listed on SCHEDULE 19.1 are subsisting, valid and enforceable, and have been obtained;maintained by the Company. (xii) Except as set forth in SCHEDULE 19.1, none of (a) the Catholic University, (b) the Vitreous State Laboratory of the Catholic University, (c) the United States Government or any United States government agency, (d) any foreign government or foreign government agency or (e) any other person or entity (other than GTSD, the Inventors and First Fidelity Bank, N.A.) have any rights whatsoever in any of the Intellectual Property. 19.2 BNFL hereby represents and warrants to GTSD as of the date hereof as follows: (i) BNFL is a corporation duly incorporated and validly existing under the laws of the State of Delaware. (ii) BNFL has all requisite corporate power and authority to enter into this Agreement is and the Sublicense Agreement and carry out and perform its legalobligations under the terms of such agreements. (iii) The execution, delivery and performance of this Agreement and the Sublicense Agreement have been duly authorized and approved by all necessary corporate action and this Agreement and the Sublicense Agreement, when duly executed and delivered by BNFL, will constitute valid and legally binding obligationobligation of BNFL, enforceable against it in accordance with its their terms, except subject to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization or moratorium and other similar laws affecting relating to the enforcement rights of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law);creditors generally. (fiv) there The execution and performance of this Agreement and the Sublicense Agreement do not and will not (i) violate BNFL's certificate of incorporation or bylaws, or the terms of any judgment, decree or order of any court or administrative authority or the terms of any material agreement to which it is a party or by which it is bound or (ii) require the filing, declaration or registration with, or permit, consent or approval of, or the giving of any notice to, any governmental authority or third party, excluding those that have already been obtained prior to the date hereof. (v) There is no actionlitigation, suitarbitration, proceeding, inquiry mediation or investigation, at law other investigation or in equity, before or by any court, governmental agency, public board or body, proceeding pending or, to its the best of BNFL's knowledge, threatened or in prospect, against BNFL with respect to the transactions contemplated by this Agreement. 19.3 Each of the parties hereto covenants and agrees to indemnify the other party and its Affiliates, directors, officers, employees, agents, successors and assigns and hold such other person harmless against any and all liabilities, losses, damages, claims, deficiencies, costs and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable legal costs and expenses) actually suffered or affecting it incurred by such other person (hereinafter a "Loss"), arising out of or contesting resulting from the breach of any representation or affecting warranty by such party contained herein. 19.4 Promptly after the assertion by any third party of any claim against any party entitled to be indemnified under this Article XIX (the "Indemnitee") that, in the judgment of such Indemnitee, may result in the incurrence by such Indemnitee of Losses for which such Indemnitee would be entitled to indemnification pursuant to this Agreement, such Indemnitee shall deliver to the other party who has indemnified such Losses hereunder ("Indemnitor") a written notice describing such claim. Such Indemnitor may participate in and, at its executionoption upon acknowledgment of Indemnitee's right to indemnification for such matter, delivery assume the defense of the Indemnitee against such claim, including the employment of counsel, who shall be reasonably satisfactory to such Indemnitee. In such case, any Indemnitee shall have the right to employ separate counsel in any such action or performanceclaim and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Indemnitor unless (i) the Indemnitor shall have failed, within a reasonable time after having been notified by the Indemnitee of the existence of such claim as provided in the preceding sentence, to assume the defense of the such claim, (ii) the employment of such counsel has been specifically authorized in writing by the Indemnitor or (iii) the named parties to any such action (including impleaded parties) include both such Indemnitee and the Indemnitor and such Indemnitee shall have been advised in writing by Indemnitor's counsel that there may be conflicting interests between Indemnitee and the Indemnitor in the legal defense thereof. No Indemnitor shall be liable to indemnify any Indemnitee for any compromise or settlement of any such action or claim effected without the consent of the Indemnitor. 19.5 In the event that GTSD is required under Section 19.3 to make any indemnification to BNFL, and GTSD cannot or does not make such required payment when required, for whatever reason, BNFL or the validity or enforceability, of this Agreement; and (g) it will be able to deliver and sell, or receive and buyProject Organization, as applicable, Seller's Gas in the quantities and for the prices specified in shall be entitled to offset any such unpaid amounts against any payment otherwise due to GTSD under this Agreement. Each Party (In the "Warranting Party") event that BNFL is required under Section 19.3 to make any indemnification to GTSD, and BNFL cannot or does not make such required payment when required, for whatever reason, GTSD or the Project Organization, as applicable, shall releasebe entitled to offset any such unpaid amounts against any payment otherwise due to BNFL under this Agreement or under the Convertible Debenture. In the event the Project Organization withholds amounts otherwise due a party pursuant to this Section 19.5, indemnify and defend the Project Organization will promptly forward such amounts to the other Party against party. 19.6 All representations and warranties made pursuant to or in connection with this Agreement shall survive the date hereof, but shall terminate three (3) years after the date hereof; provided, that there shall be no such termination with respect to any and all damagesrepresentation or warranty as to which a bona fide claim has been asserted prior to such date. 19.7 Notwithstanding anything herein to the contrary, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of each party hereto shall not be liable as Indemnitor for any Losses of the foregoing warranties, or any other representations or warranties made by the Warranting Party party under this AgreementArticle XIX unless and until the aggregate amount of all Losses hereunder by such other party equals or exceeds $50,000, in which case the indemnifying party shall be liable for all such losses of the other party equal to or greater than $50,000, up to a maximum aggregate amount of $10,000,000.

Representations and Warranties of the Parties. Each Party of the parties represents and warrants to and in favor of the other Party, that: (a) it It is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; and is duly qualified, authorized to do business and in good standing in each the jurisdiction where the character of its properties or the nature of its activities makes such qualification necessaryorganization; (b) it It has all requisite power and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement and to carry on its business as now being conducted and as proposed to be conducted under enter into this Agreement; the execution and delivery by such party of this Agreement and the consummation by such party of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such party; and this Agreement has been duly and validly executed and delivered by such party and constitutes (assuming the due and valid execution and delivery of this Agreement by the other party), the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms; (c) it There is no litigation pending or, to the best knowledge of such party, threatened against such party which has a reasonable likelihood of materially and adversely affecting the requisite power and authority to executeoperations, deliver and perform its properties or business of the Company or any of such party’s obligations under this Agreement; (d) it has duly authorizedThe execution, executed delivery and delivered performance by such party of this Agreement, and neither its execution and delivery hereof nor its consummation Agreement will not result in a breach of any of the transactions contemplated hereby nor its compliance with the terms hereof terms, provisions or performance conditions of its obligations hereunder (i) does or will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it such party is a party which has a reasonable likelihood of materially and adversely affecting the operations, properties or by which it business of the Company or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtainedsuch party’s obligations under this Agreement; (e) The execution and delivery by such party of this Agreement is its legaland the continuation of the Company as a limited liability company does not require any filing by such party with, valid and binding obligationor approval or consent of, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization any governmental authority which has not already been made or other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law);obtained; and, (f) there It is no actionacquiring or has acquired its Interest for its own account for investment, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performancewithout a view to, or for, resale in connection with the validity distribution thereof in violation of U.S. federal or enforceabilitystate securities laws, and with no present intention of this Agreement; anddistributing or reselling any part thereof. (g) it will be able The Company shall receive good and marketable title to deliver and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, or any other representations or warranties made assets contributed by the Warranting Party under this Agreementit.

Representations and Warranties of the Parties. Each Party (a) Alamo represents warrants and warrants to and in favor of the other Party, covenants that: (ai) it is shall perform the Services in a corporation duly organizedprofessional, validly existing workmanlike manner and in good standing under accordance with those specifications to which Alamo and Client agree (in writing), and will perform the laws of its state of incorporation; and is duly qualified, authorized to do business and Services in good standing accordance with any timelines agreed upon in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessarywriting; (bii) it has shall maintain in full force and effect all requisite power necessary licenses, permits, approvals (or waivers) and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement and authorizations required by law to carry on out its business as now being conducted and as proposed to be conducted obligations under this Agreement and any Project Agreement; (ciii) it has the requisite power execution, delivery and authority to execute, deliver performance of this Agreement by Alamo and perform its obligations under this Agreement; (d) it has duly authorized, executed and delivered this Agreement, and neither its execution and delivery hereof nor its the consummation of the transactions transaction(s) contemplated hereby nor has been duly authorized by all requisite corporate action; that the Agreement constitutes the legal, valid, and binding obligation of Alamo, enforceable in accordance with its compliance with terms (except to the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents orextent enforcement is limited by bankruptcy, in any material respectinsolvency, any law, statute reorganization or other legal requirement applicable to or binding upon it or its propertieslaws affecting creditors’ rights generally and by general principles of equity); (ii) and that this Agreement and performance hereunder does or will contravene or result in any material breach of not violate or constitute any material default a breach under any agreement organizational document of Alamo or instrument any contract, other form of agreement, or judgment or order to which it Alamo is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtainedis bound; (eiv) the personnel assigned to perform Services rendered under this Agreement is its legal, valid and binding obligation, enforceable against it any Project Agreement shall be capable professionally and duly qualified to perform the Services hereunder and in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)each Project Agreement; (fv) there it is no actionnot a party to any agreement which would prevent it from fulfilling its obligations under this Agreement and that during the term of this Agreement, suit, proceeding, inquiry or investigation, at law or it will not enter into any agreement to provide services which would in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting way prevent it or contesting or affecting its execution, delivery or performance, or from performing the validity or enforceability, of Services under this Agreement; and (gvi) the Services shall be provided in compliance with all statutes, federal and state applicable laws, ordinances, rules or regulations of any governmental or regulatory authority including (but not limited to) the OIG Compliance Program Guidance for Pharmaceutical Manufacturers, the PhRMA Code on Interactions with Healthcare Professionals, the Accreditation Council for Continuing Medical Education requirements for continuing medical education, the American Medical Association Ethical Guidelines on Gifts to Physicians from Industry, the Federal Food, Drug and Cosmetic Act (“FDCA”), the Medicare/Medicaid anti-kickback statute, the Prescription Drug Marketing Act (“PDMA”), the Health Insurance Portability and Accountability Act, and similar state laws, rules and regulations (collectively, “Applicable Law”). (b) Client represents warrants and covenants that: (i) the execution, delivery and performance of this Agreement by Client and the consummation of the transaction(s) contemplated hereby has been duly authorized by all requisite corporate action; that the Agreement constitutes the legal, valid, and binding obligation of Client, enforceable in accordance with its terms (except to the extent enforcement is limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and by general principles of equity); and that this Agreement and performance hereunder does not violate or constitute a breach under any organizational document of Client or any contract, other form of agreement, or judgment or order to which Client is a party or by which it is bound; (ii) Client will act in good faith to provide Alamo with the necessary materials, information, product training, and assistance required to enable Alamo to perform the Services in compliance with all Applicable Law. Certain Client obligations and responsibilities unique to a specific Project Agreement shall be specified within that Project Agreement; (iii) Client’s products shall be promoted under trademarks owned by or licensed to Client and are products which are either owned by Client and/or as to which Client has all lawful authority necessary to market and sell the products. Client represents and warrants that its trademarks, trade names and trade dress do not infringe on any intellectual property or product marketing rights of any other person or entity. Client further represents and warrants that the promotion of any Client product by Alamo does not infringe on any intellectual property or product marketing rights of any other person or entity; (iv) it is not a party to any agreement which would prevent it from fulfilling its obligations under this Agreement and any Project Agreement and that during the term of this Agreement and any Project Agreement, it will be able to deliver not enter into any agreement which would in any way prevent or restrict Alamo from performing the Services under an applicable this Agreement; and (v) it is solely responsible for reviewing and sell, or receive approving Client’s product promotional materials and buy, as applicable, Seller's Gas in the quantities literature and for ensuring all such materials comply with Applicable Law; and (vi) the prices specified programs pursuant to which Alamo is performing the Services are Client’s Marketing Programs (see Exhibit A) that are being implemented by Alamo and as such, Client is responsible for ensuring that each program set forth in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, or any other representations or warranties made by the Warranting Party under this Agreementa Project Agreement adheres to Applicable Law.

Representations and Warranties of the Parties. Each Party of Core and King hereby represents and warrants to and in favor of the each other Party, that: : (a) it is a corporation duly organized, organized and validly existing and in good standing under the laws of its state jurisdiction of incorporationincorporation or formation, and has full corporate or other power and authority to enter into this Agreement and to carry out the provisions hereof; and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary; (b) it has all requisite power is duly authorized to execute and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement deliver this Agreement and to carry on its business as now being conducted and as proposed to be conducted under this Agreement; (c) it has the requisite power and authority to execute, deliver and perform its obligations under this Agreement; (d) it has duly authorized, executed and delivered this Agreementhereunder, and neither the person or persons executing this Agreement on its execution and delivery hereof nor its consummation of the transactions contemplated hereby nor its compliance with the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable behalf has been duly authorized to or binding upon it or its propertiesdo so by all requisite corporate action; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtained; (ec) this Agreement is its legal, valid legally binding upon it and binding obligation, enforceable against it in accordance with its terms; (d) (i) it is not debarred under Section 2 of the Generic Drug Enforcement Act of 1992, except 21, U.S.C. §335a (the “ Act”), excluded from a federal or state health care program under Sections 1128 or 1156 of the Social Security Act, 42 U.S.C. §§ 1320a-7, 1320c-5, excluded from contracting with the federal government or otherwise excluded, suspended or debarred from any federal or state program, (ii) it does not, to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement best of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against and will not knowingly use in any capacity the services of any person debarred or affecting excluded under the Act, and (iii) that neither it, nor, to the best of its knowledge, any of its Affiliates, employees, agents or contractors has engaged in any activity to lead it or contesting or affecting its execution, delivery or performance, or to becoming debarred under the validity or enforceability, Act; and (e) as of the Effective Date (i) it has full power and authority to grant the licenses set forth in this Agreement; and (gii) it will be able owns or Controls all right, title and interest in and to deliver the Background IP licensed by it hereunder, free and sellclear of any encumbrances, or receive and buyliens, as applicablecharges, Seller's Gas in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, adverse claims, actionspledges, expensesassignments, penalties licenses, and liabilitiescovenants by it not to xxx any Third Party; (iii) all patent applications within the Background IP licensed by it hereunder have been duly prepared, filed, prosecuted and maintained in accordance with all applicable laws, rules and regulations; and (iv) no government funding has been obtained or used in connection with the research and development of any Background IP licensed by it hereunder, including attorney's fees, arising without limitation pursuant to any grants from the Warranting Party's breach National Institutes of any of the foregoing warranties, or any other representations or warranties made by the Warranting Party under this Agreement.Health; (f)

Representations and Warranties of the Parties. Each Party 4.1 Seller hereby represents and warrants that: (a) to the best of his knowledge, Seller is the sole lawful owner of, and in favor has good and marketable title to, the Property free and clear of any and all liens and encumbrances, and Seller has full legal right, power and authority to sell, assign and transfer the Property to the Purchaser; (b) the Seller is not aware of any third party claim to any right, title, or use of the Property; (c) no approval or authorization of, notification, filing or registration with, any government authority is required in connection with the execution and delivery of this Agreement by the Seller, and no consent or authorization of any person is required in connection with the execution of this Agreement or the transfer of the Property to the Purchaser; (d) Seller has not made any sale, pledge or other Partytransfer of, and has not granted any rights or options to purchase or acquire all or any part of, the Property to any party other than the Purchaser; (e) Seller is not party to or engaged in any legal action, suit, investigation or other proceeding by or before any court, arbitrator or administrative agency and has no knowledge of any such threatened action in relation to the Property; (f) this Agreement, when executed and delivered by the parties hereto, shall constitute a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms 4.2 Purchaser hereby represents and warrants that: (a) it is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary; (b) it has all requisite full power and authority to own execute and deliver this Agreement and the instruments of transfer and other documents delivered or hold under lease or easement and operate the property it purports to own or hold under lease or easement be delivered pursuant hereto, and to carry on its business as now being conducted and as proposed to be conducted consummate the transactions contemplated under this Agreement; (cb) it has no approval or authorization of, filing or registration with, or notification to any governmental authority or other party is required in connection with the requisite power execution and authority to execute, deliver and perform its obligations under delivery of this AgreementAgreement by the Purchaser; (dc) it the execution, delivery and performance of this Agreement has been duly authorizedand validly authorized by all necessary corporate action on the part of the Purchaser, and this Agreement, when executed and delivered this Agreementby the parties hereto, and neither its execution and delivery hereof nor its consummation of the transactions contemplated hereby nor its compliance with the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or shall constitute any material default under any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtained; (e) this Agreement is its legal, valid and binding obligationobligation of the Purchaser, enforceable against it the Purchaser in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or the validity or enforceability, of this Agreement; and (g) it will be able to deliver and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, or any other representations or warranties made by the Warranting Party under this Agreement.

Representations and Warranties of the Parties. (a) Each Party Holder hereby jointly and severally represents and warrants to and in favor of the other Party, thatCompany as follows: (ai) it Each Holder is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary;New Jersey. (bii) it Each Holder has all requisite the corporate power and authority to own or hold under lease or easement execute and operate the property it purports to own or hold under lease or easement and to carry on its business as now being conducted and as proposed to be conducted under deliver this Agreement; (c) it has the requisite power and authority , to execute, deliver and perform its obligations under hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by each Holder of this Agreement; (d) it has duly authorized, executed Agreement and delivered this Agreement, and neither its execution and delivery hereof nor its the consummation by each Holder of the transactions contemplated hereby nor its compliance with have been duly and validly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by each Holder and, assuming due execution and delivery by the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents orCompany, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require constitutes the consent or approval of any person or entity that has not already been obtained; (e) this Agreement is its legal, valid and binding obligationobligation of each Holder, enforceable against it each Holder in accordance with its terms, except to the extent that enforceability as enforcement may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or other similar laws affecting the enforcement creditors’ rights generally and by general principles of creditors' rights and subject to general equitable principles equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);. (fiii) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its The execution, delivery and performance by each of this Agreement and the consummation of the transactions contemplated hereby do not and will not: a. conflict with or performanceviolate the certificate of incorporation or bylaws of each Holder; b. assuming the receipt of any authorizations or approvals required from the Commission, any state securities law regulators or the NYSE, conflict with or violate in any material respect any law applicable to each Holder or by which any property or asset of each Holder is bound or affected; or c. conflict with, result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or require any consent of any person pursuant to, any contract to which each Holder is a party. (iv) As of the validity date hereof, neither Holder has any existing agreement, arrangement or enforceabilityunderstanding to sell any Shares. (v) NL is the legal and beneficial owner of 10,814,370 Shares. (vi) NLEMS is the legal and beneficial owner of 3,558,600 Shares. (b) The Company represents and warrants to each Holder as follows: (i) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware. (ii) The Company has the corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement; Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by the Company and, assuming due execution and delivery by the each Holder, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (giii) it The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby do not and will be able not: a. conflict with or violate the certificate of incorporation or bylaws of the Company; b. assuming the receipt of any authorizations or approvals required from the Commission, any state securities law regulators or the NYSE, conflict with or violate in any material respect any law applicable to deliver and sellthe Company or by which any property or asset of the Company is bound or affected; or c. conflict with, result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against require any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach consent of any of person pursuant to, any contract to which the foregoing warranties, or any other representations or warranties made by the Warranting Party under this AgreementCompany is a party.

Representations and Warranties of the Parties. Each Party (a) Alamo represents warrants and warrants to and in favor of the other Party, covenants that: (ai) it is shall perform the Services in a corporation duly organizedprofessional, validly existing workmanlike manner and in good standing under accordance with those specifications to which Alamo and Client agree (in writing), and will perform the laws of its state of incorporation; and is duly qualified, authorized to do business and Services in good standing accordance with any timelines agreed upon in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessarywriting; (bii) it has shall maintain in full force and effect all requisite power necessary licenses, permits, approvals (or waivers) and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement and authorizations required by law to carry on out its business as now being conducted and as proposed to be conducted obligations under this Agreement and any Project Agreement; (ciii) it has the requisite power execution, delivery and authority to execute, deliver performance of this Agreement by Alamo and perform its obligations under this Agreement; (d) it has duly authorized, executed and delivered this Agreement, and neither its execution and delivery hereof nor its the consummation of the transactions transactions) contemplated hereby nor has been duly authorized by all requisite corporate action; that the Agreement constitutes the legal, valid, and binding obligation of Alamo, enforceable in accordance with its compliance with terms (except to the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents orextent enforcement is limited by bankruptcy, in any material respectinsolvency, any law, statute reorganization or other legal requirement applicable to or binding upon it or its propertieslaws affecting creditors’ rights generally and by general principles of equity); (ii) and that this Agreement and performance hereunder does or will contravene or result in any material breach of not violate or constitute any material default a breach under any agreement organizational document of Alamo or instrument any contract, other form of agreement, or judgment or order to which it Alamo is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtainedis bound; (eiv) the personnel assigned to perform Services rendered under this Agreement is its legal, valid and binding obligation, enforceable against it any Project Agreement shall be capable professionally and duly qualified to perform the Services hereunder and in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)each Project Agreement; (fv) there it is no actionnot a party to any agreement which would prevent it from fulfilling its obligations under this Agreement and that during the term of this Agreement, suit, proceeding, inquiry or investigation, at law or it will not enter into any agreement to provide services which would in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting way prevent it or contesting or affecting its execution, delivery or performance, or from performing the validity or enforceability, of Services under this Agreement; and (gvi) the Services shall be provided in compliance with all statutes, federal and state applicable laws, ordinances, rules or regulations of any governmental or regulatory authority including (but not limited to) the OIG Compliance Program Guidance for Pharmaceutical Manufacturers, the PhRMA Code on Interactions with Healthcare Professionals, the Accreditation Council for Continuing Medical Education requirements for continuing medical education, the American Medical Association Ethical Guidelines on Gifts to Physicians from Industry, the Federal Food, Drug and Cosmetic Act (“FDCA”), the Medicare/Medicaid anti-kickback statute, the Prescription Drug Marketing Act (“PDMA”), the Health Insurance Portability and Accountability Act, and similar state laws, rules and regulations (collectively, “Applicable Law”). (b) Client represents warrants and covenants that: (i) the execution, delivery and performance of this Agreement by Client and the consummation of the transaction(s) contemplated hereby has been duly authorized by all requisite corporate action; that the Agreement constitutes the legal, valid, and binding obligation of Client, enforceable in accordance with its terms (except to the extent enforcement is limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and by general principles of equity); and that this Agreement and performance hereunder does not violate or constitute a breach under any organizational document of Client or any contract, other form of agreement, or judgment or order to which Client is a party or by which it is bound; (ii) Client will act in good faith to provide Alamo with the necessary materials, information, product training, and assistance required to enable Alamo to perform the Services in compliance with all Applicable Law. Certain Client obligations and responsibilities unique to a specific Project Agreement shall be specified within that Project Agreement; (iii) Client’s products shall be promoted under trademarks owned by or licensed to Client and are products which are either owned by Client and/or as to which Client has all lawful authority necessary to market and sell the products. Client represents and warrants that its trademarks, trade names and trade dress do not infringe on any intellectual property or product marketing rights of any other person or entity. Client further represents and warrants that the promotion of any Client product by Alamo does not infringe on any intellectual property or product marketing rights of any other person or entity; (iv) it is not a party to any agreement which would prevent it from fulfilling its obligations under this Agreement and any Project Agreement and that during the term of this Agreement and any Project Agreement, it will be able to deliver not enter into any agreement which would in any way prevent or restrict Alamo from performing the Services under an applicable this Agreement; and (v) it is solely responsible for reviewing and sell, or receive approving Client’s product promotional materials and buy, as applicable, Seller's Gas in the quantities literature and for ensuring all such materials comply with Applicable Law; and (vi) the prices specified programs pursuant to which Alamo is performing the Services are Client’s Marketing Programs (see Exhibit A) that are being implemented by Alamo and as such, Client is responsible for ensuring that each program set forth in this Agreementa Project Agreement adheres to Applicable Law. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, or any other representations or warranties made by the Warranting Party under this Agreement.

Representations and Warranties of the Parties. (a) Each Party that is not an ESOP Holder represents and warrants (in addition to such other representations and warranties by it as may be contained elsewhere in favor this Agreement) to the other Parties that are not the ESOP Holders that each of the other Partyfollowing statements is true and correct on the date of this Agreement, thatand shall be true and correct as of the Closing Date, subject to matters fully, fairly and specifically disclosed in the Disclosure Schedule: (a) 6.3.1 in case that it is other than a corporation natural person, it is duly organizedincorporated, validly existing and in good standing under the laws of its state jurisdiction of incorporation; , and is duly qualified, authorized to do business has the legal right and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary; (b) it has all requisite full power and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement and its assets, to carry on its business as now being conducted and as proposed to be conducted under enter into and perform this Agreement; (c) it 6.3.2 the execution, delivery and performance of this Agreement has the requisite power been duly authorized and authority to executeapproved by all necessary corporate, deliver and perform its obligations under this Agreementgovernmental or other action; (d) it has duly authorized, executed and delivered 6.3.3 this Agreement, and neither its execution and delivery hereof nor its consummation of the transactions contemplated hereby nor its compliance with the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents orwill, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or when executed constitute any material default under any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtained; (e) this Agreement is its legal, valid and binding obligationobligations on it, enforceable against it in accordance with its terms; 6.3.4 the execution and delivery of, and the performance by it of its obligations under, this Agreement will not: (a) violate or constitute a default under its Organizational Documents if it is other than a natural person; or (b) violate or otherwise conflict with any Applicable Law; or (c) constitute a breach of any contract or other obligations legally binding on it; or (d) result in the creation or imposition of any Encumbrance on any of its assets, except to as contemplated in this Agreement; 6.3.5 the extent execution, delivery and performance by it of this Agreement require no action by or in respect of, or filing with, any government authority in its jurisdiction of incorporation or stock exchange or board on which its shares are listed (except for disclosure filings that enforceability may be limited required by applicable bankruptcythe securities law of its jurisdiction of incorporation); and 6.3.6 there are no actions, insolvencysuits, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, proceedings pending or, to its knowledge, threatened against it in any court or affecting it by or contesting or affecting its executionbefore any governmental department, delivery or performanceagency, or the validity or enforceability, of this Agreement; and (g) it will be able to deliver and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warrantiesinstrumentality, or any other representations or warranties made by the Warranting Party arbitrator, in which an adverse decision could be reasonably expected to materially and adversely affect its ability to perform its obligations under this Agreement. (b) Each ESOP Holder represents and warrants to the other Parties that this Agreement, will, when executed constitute legal, valid and binding obligations on him or her, enforceable in accordance with its terms.

Representations and Warranties of the Parties. 8.1 Each Party represents and warrants to and in favor of the other Party, that:Party that it has and will continue throughout the Term (as herein defined); (a) it is a corporation 8.1.2 Be duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. 8.1.3 Has obtained and will obtain all necessary consents, approvals or authorizations to execute and perform this Contract required from any department in charge, or governmental authorities pursuant to any laws and regulations which it is subject to. Execution of this Contract does not and will not constitute any breach or violation of any contract, agreement, corporate or regulatory documents, laws and regulations by which it is bound. 8.1.4 All licenses, consents and other permissions and approvals required for carrying out its business have been properly granted and are valid and in full force and effect, or will be properly granted and will continue to be in full force and effect during the Term of this Contract; and, with respect to events though the date of execution of this Contract, it is not in default and has not received notice that it is in default with respect to the terms of any such license, consent, permission or approval, or that any such license, consent, permission or approval is likely to be revoked or which constitute grounds for such revocation. 8.1.5 All information and documents that have been provided to the other Party for the purpose of or in connection with this Contract, are true and accurate in all respects and are not misleading because of any omission or ambiguity or for any other reason. 8.1.6 All of its accounts, books, ledgers and financial and other records are and will be complete and accurate in all material aspects and have been and will be properly kept in accordance with the legal requirements and normal business practice, and are in its possession or under its control and will remain so, and all transactions relating to its business have been and will be duly and correctly recorded therein and there are no and will not be inaccuracies or discrepancies of any kind contained or reflected in such accounts, books, ledgers and financial and other records, and they are and will be sufficient to give a true and accurate view of the state of incorporation; and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary; (b) it has all requisite power and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement it’s affairs and to carry on explain its business as now being conducted transactions. 8.1.7 There has been and as proposed to there will not be conducted under this Agreement; (c) any material breach by it has the requisite power and authority to execute, deliver and perform its obligations under this Agreement; (d) it has duly authorized, executed and delivered this Agreement, and neither its execution and delivery hereof nor its consummation of the transactions contemplated hereby nor its compliance with the terms hereof or performance of its obligations hereunder (i) does or will contravene by any of its organizational documents or, respective officers or employees (in their capacity as such) of any material respect, any law, statute legislation or other legal requirement applicable to or binding upon regulations affecting it or its properties; (ii) does or business which would materially adversely impact this Joint Cooperation. 8.1.8 There has been and there will contravene or result in not be any material breach by it of or constitute any material default under any contract, agreement or instrument covenant to which it is a party or by which the assets or properties of it is bound which would materially adversely impact this Joint Cooperation. 8.1.9 It has since its establishment carried on and will in the future during the Term carry on its business in the ordinary and usual course and has not entered and will not enter into into any contract which would materially adversely impact this Joint Cooperation. 8.1.10 It is not engaged (whether as plaintiff, defendant or otherwise) in any litigation or arbitration, administrative or criminal or other proceeding, and no litigation or arbitration, administrative or criminal or other proceedings against it is pending, threatened or expected, and there is no fact or circumstance likely to give rise to any such litigation or arbitration, administrative or criminal or other proceedings, or to any proceedings against any of it’s directors, officers or employees (past or present) in respect of any act or default for which it might be vicariously liable. 8.1.11 To the extent applicable, it has been and will be in strict compliance with all the requirements under PRC laws with respect to environmental protection, public health, production safety and labour matters. No notices, complaints, demands or proceedings have been received by it, in relation to any of such issues. There is no condition requiring decontamination or other remedial action. It has fully and in a timely manner met, and will, during the Term, meet its properties may obligations resulting from tax, labour and social insurance legislation with respect to the filing of returns and the payment of taxes; adequate provisions have been made and will be bound or affected; or (iii) does or will require made during the consent or approval of Term for taxes, public levies, social insurance contributions and housing funds anticipated and/or not yet paid. No claims have been asserted by any person or entity that has not already been obtained; (e) this Agreement is its legal, valid and binding obligation, enforceable against it in accordance with its termsover the use of intellectual property rights including patents, except to trademarks, trade names, copyrights, technology, know-how or processes or challenging or questioning the extent that enforceability may be limited by applicable bankruptcyvalidity or effectiveness of any such license or agreement. In case of any such claim, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, legal valid basis to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or the validity or enforceability, of this Agreement; and (g) it will be able to deliver and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreementit. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach The use of any intellectual property rights by it does not infringe on the rights of the foregoing warranties, or any other representations or warranties made by the Warranting Party under this Agreementthird party.

Representations and Warranties of the Parties. 14.1 Each Party Party, as a material inducement to the other Party’s entering into this Agreement, represents and warrants to and in favor the other Party that, as of the other Party, thatdate of this Agreement: (ai) there are no suits, proceedings, judgments, rulings or orders by or before any court or any governmental authority pending or, to the best of such Party’s knowledge, threatened action or proceeding affecting such Party before any court, governmental agency or arbitrator that could reasonably be expected to materially and adversely affect the ability of such Party to perform its obligations hereunder (including its financial obligations), or which purports to affect the legality, validity or enforceability of this Agreement; (ii) it is a corporation duly organized, organized and validly existing entity of the type described in the preamble of this Agreement and is in good standing under the laws of its state of incorporation; and is duly qualified, authorized to do business and in good standing in each the jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary; (b) it has all requisite power and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement and to carry on its business as now being conducted and as proposed to be conducted under this Agreement; (c) formation; it has the requisite power legal right, power, and authority and is qualified to executeconduct its business, and to execute and deliver this Agreement and perform its obligations under this AgreementAgreement and any Statement of Work; and all regulatory and any third party authorizations or consents have been obtained or such Party will use its reasonable good faith efforts to obtain and maintain as necessary for it to perform legally its obligations under this Agreement and any Statement of Work as such obligations become due; (diii) it its making this Agreement is within its powers, has been duly authorized, executed and delivered this Agreementauthorized by all necessary action on its part, and neither its execution does not and delivery hereof nor its consummation will not violate any provision of the transactions contemplated hereby nor its compliance with the terms hereof law or performance of its obligations hereunder (i) does or will contravene any of its organizational documents orrule, in any material respectregulation, any laworder, statute writ, judgment, decree, or other legal requirement determination presently in effect applicable to or binding upon it or its propertiesgoverning documents; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtained;and (eiv) this Agreement is constitutes its legal, valid valid, and binding act and obligation, enforceable against it in accordance with its this Agreement’s terms, except subject to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or and other similar laws affecting the enforcement of creditors' ’ rights generally, and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or the validity or enforceability, of this Agreement; and (g) it will be able to deliver and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, or any other representations or warranties made by the Warranting Party under this Agreementprinciples.

Representations and Warranties of the Parties. Each Party 8.1 The Promoter hereby represents and warrants to the Allottee as follows: (a) The Promoter is validly constituted and organized in favor accordance with law in India and the person(s) negotiating and finalizing this Agreement are duly authorized person(s) in accordance with delegation and authority. (b) The Promoter has absolute, clear and marketable title with respect to the Said Land; (c) The Promoter has lawful rights and requisite approvals from competent authority to carry out development upon the Said Land and absolute, actual, physical and legal possession of the Said Land for the Project; (d) On the date of execution of this Agreement, there are no encumbrances upon the Plot. However, the Promoter will have a right to create encumbrance on the Plot provided that the same would be removed before execution of the sale deed. (e) All approvals, licenses, sanctions and permission issued by the competent authorities with respect to the Project or phase(s), as the case may be, as well as for the industrial Plot being sold to the allottee(s) are valid and subsisting and have been obtained by following due process of law. (f) Further, the Promoter has been and shall, at all times as per the license conditions, remain to be in compliance with all applicable laws in relation to the Project(s) or phase(s), as the case may be. (g) The Promoter has the right to enter into this Agreement and has not committed or omitted to perform any act or thing, whereby the right, title and interest of the Allottee created herein, may prejudicially be affected; (h) The Promoter has not entered into any agreement for sale and/or development agreement or any other Partyagreement / arrangement with any person or party with respect to the Plot for Industrial/ any other usage which will, in any manner, affect the rights of Allottee under this Agreement. (i) The Promoter confirms that the Promoter is not restricted in any manner whatsoever from selling the said Plot to the Allottee in the manner contemplated in this Agreement; (j) At the time of execution of the Sale Deed, the Promoter shall handover lawful, vacant, peaceful, physical possession of the Plot to the Allottee; (k) No notice from the Government or any other local body or authority or any legislative enactment, government ordnance, order, notification (including any notice for acquisition or requisition) has been received by or served upon the Promoter in respect of the Said Land and/or the Project. (l) The Promoter has duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the Plot to the Competent Authorities till the offer of possession or conveyance deed of Plot whichever is earlier has been issued/ executed, as the case may be and as per the provisions of the Haryana Development and Regulation of Xxxxx Xxxxx Xxx, 0000, & rules thereof, equipped with all the specifications, amenities, facilities as per the agreed terms and conditions; save and except the Government Charges as contemplated in Clause 1.9 of this Agreement above. 8.2 The Allottee hereby represents, warrants and undertakes to the Promoter that: (a) it The Allottee is a corporation duly organized, validly existing constituted and organized in good standing under the laws of accordance with law in India and has due permission and authority to carry on its state of incorporation; and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessarybusiness; (b) it The Allottee confirms that the Allottee has entered into this transaction with the full knowledge and understanding of this Agreement and subject to all the laws and notifications and rules applicable to this area, for environment clearance received for this project/ related compliances from HSPCB/ SEAC/ SEIAA/ MOEF/ relevant Governmental Authority and revised from time to time and that the Allottee has familiarized itself with all the aforesaid and other applicable agreements, approvals, arrangements, undertakings, conditions on inspection of the documents with the Promoter and will submit the requisite power and authority to own or hold under lease or easement and operate periodic (currently six monthly) compliance report of the property it purports to own or hold under lease or easement and to carry on its business Environmental Clearance conditions along with the Environmental monitoring reports through approved laboratory, as now being conducted and as proposed to be conducted under this Agreement;per the format of MoEF provided by the Promoter. (c) it has The person(s) negotiating and executing this Agreement on behalf of the requisite power Allottee and authority to execute, deliver and perform its obligations under finalizing the sale transaction in terms of this Agreement;Agreement are duly authorized by the Allottee. (d) it The Allottee has duly authorized, executed and delivered this Agreement, and neither its execution and delivery hereof nor its consummation of the requisite financial capability to consummate the transactions contemplated hereby nor its compliance with herein and has the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable financial capacity to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument pay the Total Price to which it is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtained;Promoter for purchasing the Plot. (e) this Agreement is The Allottee represents and undertakes to do compliance with all applicable laws (including obtaining the required approvals and pay the respective charges for the same) while carrying out its legaloperations on the Plot and abide by all norms and conditions of licenses, valid zoning plan, notifications, rules, bye-laws and/or any other approval. The Allottee shall construct its facility on the Plot and binding obligationmaintain the open areas, enforceable against it green areas, ground coverage, Floor Area Ratio (FAR), Floor Space Index (FSI), in accordance with its termsthe applicable laws, except to after obtaining all necessary approvals for establishing an industrial unit including site and building plan, and environment approvals and pay the extent that enforceability may be limited respective charges for the same and will comply with all the conditions as envisaged in the Licenses for Industrial Colony granted by applicable bankruptcyDirector of Town & Country Planning, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law);Haryana (f) there is no actionSubject to the Promoter formulating the development control and services guidelines, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, the Allotee shall be bound to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or the validity or enforceability, of this Agreement; andcomply with such guidelines. (g) it will be able The Allottee undertakes to deliver bear and sellpay all taxes and duties, or receive and buy, as applicable, Seller's Gas in and/or such other levies for consummating the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, or any other representations or warranties made by the Warranting Party transaction contemplated under this Agreement. (h) The Allottee undertakes to pay to the Promoter, the applicable Government Charges in the same proportion as the area of the Plot bears to the total area of the Project, on which such Government Charges have been paid, as calculated by the Promoter on gross area basis. The amount payable will thus be - Amount payable / (1 – x), where ‘x’ stands for the percentage of the land to be used for common area development as per the last approved layout plan. (i) The Allotee undertakes in relation to the Plot to ensure that it will abide by all the applicable laws and meet all obligations pertaining to compliance / monitoring reports pertaining to environment, energy conservation, ground water extraction, rainwater harvesting, use of renewable energy as stipulated in the various approvals received by the Promoter as well as the various approvals and conditions of the Licenses mentioned in this Agreement, received by Promoter in respect of the Industrial Colony. (j) The Allotee in relation to the Plot undertakes the following: i. Take necessary measures for undertaking primary treatment of sewerage/ effluent generated by it to the specifications provided by the Promoter before disposal of effluents/ sewage and also make arrangement for disposal of sewerage in the external sewerage system established by the Promoter as per the state and central environment norms. The Allotee will pay for the treatment charges levied by the Promoter for treatment of such effluent/ sewage generated by the Allotee to meet the requirements of recycled water/ for final disposal into a public drain as per applicable laws ii. Undertake solid/municipal waste management measures as may be directed by the Haryana State Pollution Control Board/ local authorities for the Plot. iii. Ensure installation of a Solar Photovoltaic Power Plant as per provisions contained in the notification no. 22/52/2005-5 power dated 03.09.2014 or as applicable from time to time of the Renewable Energy Department, Haryana iv. Comply with any other condition as notified by Haryana Government/ Government of India for this Industrial Colony of Promoter as deemed necessary from time to time. v. Not to encroach upon any revenue Rasta falling in the licensed area of the Promoter. vi. Make sufficient arrangement for rain water harvesting system and re-charging of the ground water table to minimize water run-off in the Plot as per Central Ground Water Authority/ Haryana Government norms/ as applicable from time to time. vii. Make sufficient provision of LED fittings for internal lighting as well as for campus lighting in the complex. (k) The Promoter is undertaking development of the Industrial Colony as per the terms of the Licenses received by it within the purview of the Haryana Development and Regulations of Xxxxx Xxxxx Xxx, 0000, and the rules thereunder and the policies of the Government of Haryana, as made applicable from time to time. The Allotee agrees to construct the minimum of twenty five percent (25%) of the permissible covered area of the factory premises and commence production/commercial operations of the project for the Purpose, as stated hereinabove, within a period of three (3) years from the date of execution of the sale deed. In the event, the Allotee is likely to fail in achieving such construction/ commercial operations, it shall inform the Promoter thereof, and the Promoter and the Allotee shall negotiate in good faith about the possible counter measures to be adopted and in case required, the Promoter, after satisfying itself considering the prevailing circumstances as well as difficulties faced by the Allottee, can allow maximum of two extensions of one year each, subject to payment of extension fee by the Allottee @ Rs 75/- (Rupees Seventy Five only) per square meter for the first extension and @ Rs 150/- (Rupees One Hundred and Fifty only) per square meter for the second extension. However, if the Allotee fails to perform its obligations with respect to such counter measures, the Allotee shall within thirty days of receipt of notice from the Promoter, be under an obligation to re-convey the Plot to the Promoter, upon first demand by the Promoter and at the option of the Promoter, at 80% (eighty per cent) of the Total Price by the Promoter as per this Agreement to the Allotee. The Allotee shall, without any protest, demur or cavil, pay the requisite stamp duty, registration charges and other incidental costs incurred on such re-conveyance to the Promoter and shall take all further actions and steps necessary to carry out the re-conveyance of the Plot in favour of Promoter. (l) The Competent Authority at times desires information on performance of the industrial area and in order to support the purpose of projecting the industrial area in its ability to contribute to the industrial growth. Accordingly, the Allotee shall file an annual information report with the Promoter with regard to the performance of Allotee’s unit / business on the Plot, viz. annual turnover, export turnover, employment in the unit, taxes paid, products manufactured, etc., in the prescribed format of the report as provided by the Promoter. (m) The Allottee further represents and undertakes that in the event the Allotee intends to sell, lease, convey, assign and/or transfer the Plot (“Transfer”) after the execution of sale deed, to the third party or person (“Transferee”) it will seek prior written permission of Promoter (which will not be unreasonably withheld) subject to payment of transfer fee @ 2% (Two percent) of the prevailing Price, based on the last transaction executed by the promoter of similar plot or by any other party for similar plot within the Project, and payable in case the Allottee has yet not commenced production/ operations. Subject to the above, the permission will be deemed to have been provided unless the Promoter communicates its objection within a period of 30 (thirty) days from intimation to the Allotee, provided that the Allotee, has, at the time of issuing such intimation to the Promoter and before entering into any deal / transaction, complied with the following conditions: i. the Allotee has paid all its dues on account of the maintenance charges, service charges, infrastructure charges, extension fee, transfer fee and other amounts payable to the Promoter; ii. the transferee agrees and undertakes to be bound by all the terms and conditions, including, but not limited to, all the obligations of the Allotee as per this Agreement and the Sale Deed. Further, the Allotee shall have affirmed that the activity proposed to be carried out on the Plot by the Transferee conforms with the permissible use of the Plot and does not violate the conditions contained in the Licenses/ environment approvals and/or shall not cause any nuisance to the neighbours and other occupants of the Industrial Colony; iii. the Transferee shall execute all the requisite agreements which have been executed by the Allotee, in the same form and content as executed by the Allotee, including but not limited to the common maintenance agreement, services agreements, etc., and further agrees to pay all charges as stipulated and agreed to under this Agreement. iv. The Allotee shall pay all instalments within the time period as contemplated above. If the same is not paid within the time allowed for payment thereof, such sum shall carry interest at the rate prescribed in the Rules, which shall be calculated from the date of expiry of the respective due dates, as contemplated above till the date of payment or realization thereof. If any of the instalment is not paid beyond one month of the due date as stated above, this would be considered as events of default by the Allotee and the Promoter shall terminate this Agreement. (n) The Allottee undertakes to use the Plot only for the Purpose in accordance with the terms and conditions set in this Agreement and the Sale Deed(s) in respect thereof, which Sale Deed(s) shall permit the Allottee to carry on such business as may be suitable for achieving the Purpose.

Representations and Warranties of the Parties. Each Party represents and warrants to and in favor each of the other PartyParties, as of the Effective Date, that: (a) it Such Party is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; and is duly qualified, authorized to do business and in good standing in each the jurisdiction where the character of its properties or incorporation and has full corporate power and authority to enter into this Agreement and to carry out the nature of its activities makes such qualification necessaryprovisions hereof; (b) it Such Party has taken all requisite corporate action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement and has full power and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement and to carry on its business as now being conducted and as proposed to be conducted under enter into this Agreement; (c) it has the requisite power and authority to execute, deliver Agreement and perform its obligations under this Agreement;; and (dc) it This Agreement has been duly authorized, executed by such Party and delivered this Agreement, and neither its execution and delivery hereof nor its consummation of the transactions contemplated hereby nor its compliance with the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it is constitutes a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtained; (e) this Agreement is its legal, valid and legally binding obligationobligation of such Party, enforceable against it in accordance with its terms, except subject to the extent that enforceability may be and limited by by: (i) applicable bankruptcy, insolvency, reorganization, moratorium, reorganization or and other similar laws affecting the enforcement of generally applicable to creditors' rights rights; and subject to general (ii) judicial discretion in the availability of equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law);relief. (fd) there Such Party is no actionnot required to obtain the consent, suitapproval, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performanceorder, or authorization of any Third Party, or complete any registration, qualification, designation, declaration or filing with, any federal, state, local, or provincial governmental authority, in connection with the validity or enforceability, execution and delivery of this Agreement and the performance by such Party of its obligations under this 48 Confidential treatment requested by Xxxxxxx-Xxxxx Squibb Company, Xxxxxxx-Xxxxx Squibb Biologics Company and ImClone Systems Incorporated. Agreement, including, without limitation, the grant of rights to the other Parties pursuant to this Agreement, or such Party has done so (with respect to the Company, including, without limitation, that all consents, approvals and authorizations required pursuant to the Merck Agreement have been secured by the Company); and (ge) it will be able to deliver The execution and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in delivery of this Agreement. Each Party (, and the "Warranting Party") shall release, indemnify and defend the performance by such other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, or any other representations or warranties made by the Warranting Party its obligations under this Agreement, including without limitation the grant of rights to the other Parties pursuant to this Agreement, will not: (i) conflict with, nor result in any violation of or default under any such instrument, judgment, order, writ, decree, contract or provision; (ii) give rise to any event that results in the creation of any lien, charge or encumbrance upon any assets of such Party or the suspension, revocation, impairment, forfeiture or non-renewal of any material permit, license, authorization or approval that applies to such Party, its business or operations or any of its assets or properties; or (iii) conflict with any rights granted by such Party to any Third Party or breach any obligation that such Party has to any Third Party.

Representations and Warranties of the Parties. Each Party (a) hereby represents and warrants to and in favor of the other Party, thatSun Hill as follows: (ai) it is a corporation duly organizedthat the sale and/or use of the Agreement Products, validly existing and in good standing under to the laws best of its state knowledge, does not infringe any patent, trademark, copyright, trade secret or other intellectual property right of incorporation; and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessaryany third party; (bii) that it will comply with all applicable laws relating to the manufacture, sale and distribution of the Agreement Products; (iii) that the Agreement Products shall be of good and merchantable quality; (iv) that it will refer all sales inquiries regarding the sale of Seasonal Products in the Territory to Sun Hill for processing and fulfillment; (v) that it will deliver all of the Agreement Products in a timely fashion and in the event delivery is not made by the date required by Sun Hill as a final date, then Sun Hill shall have the right to find a replacement source of supply (within or without Asia) for the Agreement Products that were the subject of the late delivery; (vi) that it has all requisite full power and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement enter into this Agreement and to carry on its business as now being conducted consummate the transactions contemplated hereby. This Agreement constitutes the valid, legal and as proposed to be conducted under binding obligations of in accordance with their respective terms. The execution of this Agreement; (c) it has Agreement and the requisite power and authority to execute, deliver and perform its obligations under this Agreement; (d) it has duly authorized, executed and delivered this Agreement, and neither its execution and delivery hereof nor its consummation of the transactions contemplated hereby nor its compliance with the terms hereof or performance of its obligations hereunder (i) does or herein will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or not result in any material breach of any terms, conditions or provisions of or constitute any material a default under or conflict with any agreement or other instrument to which it is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtained;bound. (eb) this Agreement is its legal, valid Sun Hill hereby represents and binding obligation, enforceable against it in accordance with its terms, except warrants to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law);as follows: (fi) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or that the validity or enforceability, of this Agreement; and (g) it will be able to deliver and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach sale and/or use of any of the foregoing warrantiesSeasonal Products in Sun Hill's product lines, to the best of Sun Hill's knowledge, do not infringe any patent, trademark, copyright, trade secret or other intellectual property right of any third party; (ii) that it will comply with all applicable laws relating to the manufacture, sale and distribution of Seasonal Products in the Sun Hill product lines; (iii) that Sun Hill's Seasonal Products shall be of good and merchantable quality; (iv) that it has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement constitutes the valid, legal and binding obligations of Sun Hill in accordance with their respective terms. The execution of this Agreement and the consummation of the transactions contemplated herein will not result in any breach of any terms, conditions or provisions of or constitute a default under or conflict with any agreement or other representations instrument to which Sun Hill is a party or warranties made by the Warranting Party under this Agreementwhich Sun Hill may be bound.

Representations and Warranties of the Parties. Each Party party to this Agreement covenants, represents and warrants to and in favor the other parties as of the other Party, date hereof and as of each day during the term of this Agreement that: (a) it is a corporation limited partnership or limited liability company, as the case may be, duly organized, organized and validly existing and in good standing under the laws of its the state of incorporation; its formation and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary; (b) it has all requisite power full capacity and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement enter into this Agreement and to carry on perform its business as now being conducted obligations and as proposed duties and to be conducted provide the services required of it under this Agreement; (b) this Agreement has been duly and validly authorized, executed and delivered on behalf of such party and is a valid and binding agreement of such party enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting rights of creditors, and the party will deliver to any other party hereto such evidence of such authority as such other party may reasonably require, whether by way of a certified resolution or otherwise; (c) the terms of this Agreement do not violate any obligation by which such party is bound, whether arising by contract, operation of law or otherwise; (d) it has obtained or made all material governmental approvals or registrations or licenses required under applicable law to authorize the requisite power performance of its obligations under this Agreement, except for failures to be so approved, registered or licensed that do not, individually or in the aggregate, have a material adverse effect on the Company or the Manager or on the ability of such party to perform its obligations and authority duties and to executeprovide the services required of it under this Agreement, deliver and it is not aware of any material legal or financial impediments to performing its obligations under this Agreement that it has not disclosed in writing to the other party; (e) it has or shall promptly obtain all required trained personnel that it reasonably determines to be necessary or appropriate to perform its obligations under this Agreement; (df) it owns or is licensed or sublicensed or has duly authorized, executed a right to use software programs and delivered data processing hardware that are necessary for it to perform its obligations under this Agreement, and neither its execution and delivery hereof nor its consummation of to the transactions contemplated hereby nor its compliance with the terms hereof or performance best of its obligations hereunder (i) does knowledge such software programs and data processing hardware do not infringe upon or will contravene constitute an infringement on or misappropriation of any of its organizational documents orvalid United States patent, in any material respectcopyright, any lawtrademark, statute trade secret or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval proprietary rights of any person or entity that has not already been obtained; (e) third party. During the term of this Agreement is its legalAgreement, valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcyit does not own, insolvencylicense, moratoriumsublicense or have a contractual right to such software necessary to perform its obligations under this Agreement, reorganization it will purchase, license, sublicense or other similar laws affecting the enforcement of creditors' rights and subject obtain right to general equitable principles (regardless of whether use such enforceability is considered in a proceeding in equity or software at law)its own expense; (fg) there to its knowledge, it is no actionnot on any Federal excluded parties, suit, proceeding, inquiry debarment or investigation, at law suspension lists; (h) it is not subject to any pending or in equity, before or by any court, governmental agency, public board or body, pending current or, to its knowledge, threatened against or affecting it or contesting or affecting contemplated enforcement actions that are likely to impair its execution, delivery or performanceability to provide any services under this Agreement, or that are likely to pose a material reputational risk to the validity Company or enforceability, of the other party in performing its obligations under this Agreement; and (gi) if doing business with the Treasury or another Federal agency, it is not, and will be able to deliver not during the term of this Agreement be, in any kind of probationary status and sellis, or receive and buywill during the term of this Agreement be, as applicable, Seller's Gas addressing and resolving any identified deficiencies in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, or any other representations or warranties made by the Warranting Party under this Agreementperformance.

Representations and Warranties of the Parties. 37.1 Each Party party represents and warrants to and in favor of the other Party, thatas follows: (a) it is a corporation duly organized, incorporated and validly existing and in good standing under the laws of its state jurisdiction of incorporation; , amalgamation or continuance, as the case may be, and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary; (b) it has all requisite power necessary corporate power, authority and authority capacity to own or hold under lease or easement its property and operate the property it purports to own or hold under lease or easement assets and to carry on its business as now being conducted and as proposed to be conducted under this Agreementpresently conducted; (cb) it has the requisite power execution, delivery and authority to execute, deliver and perform its obligations under performance of this Agreement; (d) it has duly authorized, executed and delivered this AgreementAgreement do not, and neither its execution the fulfillment and delivery compliance with the terms and conditions hereof nor its by it (to the extent required herein) and the consummation of the transactions contemplated hereby will not, conflict with any of, or require the consent or waiver of rights of any person under, its constating documents or by-laws, nor its compliance with to the terms hereof or performance best of its obligations hereunder knowledge do or will any of the foregoing: (i) does violate any provision of or will contravene require any of its organizational documents orconsent, in authorization or approval under any material respect, any applicable law, statute or other legal requirement applicable to or binding upon it or its properties; ; (ii) does or will contravene or conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), accelerate or permit the acceleration of the performance required by, or require any material breach of consent, authorization or constitute any material default approval which has not been obtained under any agreement or instrument to which it is a party or by which it is bound or to which any of its properties may be bound or affectedproperty is subject; or or (iii) does or will require result in the consent or approval creation of any person or entity that has not already been obtainedencumbrance upon its Interest in the Property; (ec) it has all necessary power, authority and capacity to enter into this Agreement and to carry out its obligations under this Agreement and the execution and delivery of this Agreement and the consummation of the transactions contemplated in this Joint-Venture Agreement Azimut Exploration Inc. & Northwestern Mineral Ventures Inc. Agreement have been duly authorized by all necessary corporate action on its part; and (d) this Agreement is its legal, constitutes a valid and binding obligationobligation of it, enforceable against it in accordance with its termsthe terms of this Agreement, except subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings and to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights equitable remedies such as specific performance and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or the validity or enforceability, of this Agreement; and (g) it will be able to deliver and sell, or receive and buy, as applicable, Seller's Gas injunction are in the quantities and for discretion of the prices specified court from which they are sought. 37.2 No investigations made by or on behalf of a party at any time shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation or warranty made by the other party in or pursuant to this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach No waiver by a party of any condition or other provision, in whole or in part, shall constitute a waiver of any other condition or provision. 37.3 The representations and warranties contained in this Article 37 shall survive the execution and delivery of this Agreement and shall continue in full force and effect for a period of two years following the conclusion of the foregoing warranties, or any other representations or warranties made by the Warranting Party under this AgreementMining Operations.

Representations and Warranties of the Parties. Each Party represents HMR and warrants MEDICIS each represent and warrant to and in favor the other, as of the other PartyLICENSE EFFECTIVE DATE, thatas follows: (a) Each party and any of its AFFILIATES who are parties to the TRANSACTION DOCUMENTS has the power, authority and right to enter into the TRANSACTION DOCUMENTS to which it is a party and to perform its obligations thereunder. The execution, delivery and performance of the TRANSACTION DOCUMENTS by each party and any of its AFFILIATES who are parties to the TRANSACTION DOCUMENTS do not conflict with any material term of any other agreement to which it or any of its AFFILIATES is a party or by which it or any of its AFFILIATES is bound. (b) None of such parties, nor any of their employees or consultants who shall be undertaking any activities related to this AGREEMENT or the PRODUCTS, has been debarred or the subject of debarment proceedings by the FDA. (c) Except with respect to the filing of a pre-merger notification report under the HSR ACT, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental agency is required to be obtained or made by or with respect to such party in connection with its execution, delivery and performance of this AGREEMENT. (d) Each party is a corporation or limited liability company, duly organized, validly existing and in good standing under the laws of its state of incorporation; and is duly qualified, authorized to do business and in good standing in each the jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary; (b) it has all requisite incorporation, with full corporate power and authority to own or hold under lease or easement consummate the transactions contemplated hereby. The execution and operate delivery of this AGREEMENT by each party and the property it purports to own or hold under lease or easement consummation and to carry on its business as now being conducted performance of the transactions contemplated hereby have been duly and as proposed to be conducted under validly authorized by all necessary corporate and other proceedings, and this Agreement; (c) it AGREEMENT has the requisite power and authority to execute, deliver and perform its obligations under this Agreement; (d) it has been duly authorized, executed and delivered this Agreementby each party and, and neither its execution and delivery hereof nor its consummation of assuming the transactions contemplated hereby nor its compliance with enforceability against the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents orother party hereto, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require constitutes the consent or approval of any person or entity that has not already been obtained; (e) this Agreement is its legal, valid and binding obligationobligation of each party, enforceable against it in accordance with its terms, terms except (i) if such enforcement would be subject to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or other similar laws affecting the enforcement rights of creditors' rights creditors generally; and (ii) as specific performance and other equitable remedies are subject to the general equitable principles (regardless discretion of whether such enforceability is considered in a proceeding in equity or at law); (f) there is no actionthe court. The SUPPLY AGREEMENT, suitthe LOPROX LOTION SUPPLY AGREEMENT, proceedingthe PURCHASE AGREEMENT, inquiry or investigationthe TRADEMARK LICENSE AGREEMENT, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or the validity or enforceability, of this Agreement; and (g) it will be able to deliver and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any TRANSITION SERVICES AGREEMENT and all damages, claims, actions, expenses, penalties other documents executed by each party or its 29 39 LICENSE AND OPTION AGREEMENT AFFILIATES and liabilities, including attorney's fees, arising from the Warranting Party's breach of any delivered as of the foregoing warrantiesLICENSE EFFECTIVE DATE constitute the valid and binding obligation of such party or its AFFILIATE enforceable in accordance with their respective terms, or any other representations or warranties made by subject to the Warranting Party under this Agreementsame exceptions as set forth above.

Representations and Warranties of the Parties. Each Party represents (a) Ventiv represents, warrants and warrants to and in favor of the other Party, covenants that: (ai) it is shall perform the Services in a corporation duly organizedprofessional, validly existing workmanlike manner and in good standing under the laws of its state of incorporation; accordance with those specifications which Ventiv and is duly qualifiedClient agree to (in writing), authorized to do business and any timelines agreed upon (in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessarywriting); (bii) it has shall maintain in full force and effect all requisite power necessary licenses, permits, approvals (or waivers) and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement and authorizations required by law to carry on its business as now being conducted and as proposed to be conducted under this Agreement; (c) it has the requisite power and authority to execute, deliver and perform out its obligations under this AgreementAgreement and any Project Order; (diii) it has duly authorizedthe execution, executed delivery and delivered performance of this Agreement, Agreement by Ventiv and neither its execution and delivery hereof nor its the consummation of the transactions transaction(s) contemplated hereby nor has been duly authorized by all requisite corporate action; that the Agreement constitutes the legal, valid, and binding obligation of Ventiv, enforceable in accordance with its compliance with terms (except to the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents orextent enforcement is limited by bankruptcy, in any material respectinsolvency, any law, statute reorganization or other legal requirement applicable to or binding upon it or its propertieslaws affecting creditors' rights generally and by general principles of equity); (ii) and that this Agreement and performance hereunder does or will contravene or result in any material breach of not violate or constitute any material default a breach under any agreement organizational document of Ventiv or instrument any contract, other form of agreement, or judgment or order to which it Ventiv is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtainedis bound; (eiv) the personnel assigned to perform Services rendered under this Agreement and any Project Order shall be capable professionally and duly qualified to perform the Services hereunder and in each Project Order; (v) it is not a party to any agreement which would prevent it from fulfilling its obligations under this Agreement and that during the Term of this Agreement, it will not enter into any agreement to provide services which would in any way prevent it from performing the Services under this Agreement; and (vii) the Services shall be provided in compliance with all statutes, federal and state applicable laws, ordinances, rules or regulations of any governmental or regulatory authority including (but not limited to) the OIG Compliance Program Guidance for Pharmaceutical Manufacturers, the PhRMA Code on Interactions with Healthcare Professionals, the Accreditation Council for Continuing Medical Education requirements for continuing medical education, the American Medical Association Ethical Guidelines on Gifts to Physicians from Industry, the Federal Food, Drug and Cosmetic Act (“FDCA”), the Medicare/Medicaid anti-kickback statute, the False Claims Act (“FCA”), the Prescription Drug Marketing Act (“PDMA”), the Health Insurance Portability and Accountability Act, and similar state laws, rules and regulations (collectively, “Applicable Law”). (b) Client represents, warrants and covenants that: (i) the execution, delivery and performance of this Agreement by Client and the consummation of the transaction(s) contemplated hereby has been duly authorized by all requisite corporate action; that the Agreement constitutes the legal, valid valid, and binding obligationobligation of Client, enforceable against it in accordance with its terms, terms (except to the extent that enforceability may be enforcement is limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally and subject by general principles of equity); and that this Agreement and performance hereunder does not violate or constitute a breach under any organizational document of Client or any contract, other form of agreement, or judgment or order to general equitable principles (regardless of whether such enforceability which Client is considered in a proceeding in equity party or at law)by which it is bound; (fii) there Client shall apply the degree of skill and care necessary to provide Ventiv with the information and materials necessary for Ventiv to provide the Services and deliverables that will be of high quality, proper and sufficient for the purpose contemplated, and in accordance with the standards of care and diligence regularly practiced by pharmaceutical companies contracting to receive the same or similar services. (iii) Client shall ensure all content (product or otherwise), materials, documentation and information provided by it to Ventiv are in compliance with all Applicable Law; (iv) Client's trademarks are owned by or licensed to Client and its products are either owned by Client or Client has all lawful authority necessary to market and sell such products. Client represents and warrants that its trademarks, trade names and trade dress do not infringe on any intellectual property or product marketing rights of any other person or entity. Client further represents and warrants that the promotion of any Client product by Ventiv does not infringe on any intellectual property or product marketing rights of any other person or entity; (v) it is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by not a party to any court, governmental agency, public board or body, pending or, to agreement which would prevent it from fulfilling its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or obligations under this Agreement and any Project Order and that during the validity or enforceability, Term of this Agreement and any Project Order, it will not enter into any agreement which would in any way prevent or restrict Ventiv from performing the Services under an applicable this Agreement; Page3 of 13 (vi) it is solely responsible for reviewing and approving Client's product promotional materials and literature and for ensuring all such materials comply with Applicable Law; and (gvii) it will be able to deliver in connection with its obligations and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified responsibilities set forth in this Agreement. Each Party (the "Warranting Party") Agreement and a Project Order, Client and its employees and agents shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, or any other representations or warranties made by the Warranting Party under this Agreementcomply with Applicable Law.

Representations and Warranties of the Parties. Each Party 15.1 The Landowner and Developer hereby represents and warrants to Purchaser(s) that to the best of their knowledge and awareness: (a) Landowner have clear and marketable title with respect to the Larger Property as declared in favor the Title Certificate, and has the necessary rights to carry out development upon the Project Land and also has actual, physical and legal possession of the Project Land for the implementation of the Project; (b) Promoter has lawful rights and requisite approvals from the competent Authorities to carry out development of the Project and shall obtain requisite approvals from time to time to complete the development of the project; (c) There are no encumbrances upon the Larger Property or the Project except those disclosed, if any, in the title report; (d) There are no litigations pending before any Court of law with respect to the Project Land except those disclosed in the title report; (e) That in the event of any new litigation being instituted or where the Promoter is made aware of any existing or pending litigation in respect of the Project Land, Promoter shall disclose these litigations to the Competent Authority in accordance with RERA; (f) All approvals, licenses and permits issued by the competent Authorities with respect to the Project, Project Land or Project Building are valid and subsisting and have been obtained by following due process of law. Further, all approvals, licenses and permits yet to be issued by the relevant Authorities with respect to the Project, Project Land or Project Building shall be obtained by following due process of law and the Promoter has been and shall, at all times, remain in compliance with applicable laws in relation to the Project; (g) The Promoter has the right to enter into this Agreement and has not committed or omitted to perform any act or thing, whereby the right, title and interest of Purchaser(s) under this Agreement is prejudicially be affected; (h) Otherwise than the Joint Development Agreement, Promoter has not entered into any agreement for sale and/or development agreement or any other Partyagreement/arrangement with any person or party with respect to the Project Land which will, in any manner, affect the rights of Purchaser(s) under this Agreement; (i) Promoter confirms that Promoter is not restricted in any manner whatsoever from selling the Apartment to Purchaser(s) in the manner contemplated in this Agreement. 15.2 Promoter has duly paid and shall continue to pay and discharge undisputed governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the Project to the competent Authorities. 15.3 To the best of Promoter's knowledge, no notice from the Government or any other Authority (including any notice for acquisition or requisition of the property) has been received or served upon the Promoter in respect of the Project Land and/or the Project except those disclosed in the title report. 15.4 Purchaser(s) hereby represents and warrants to Promoter that: (a) it is a corporation duly organized, validly existing Purchaser(s) is/are not prohibited from acquiring the Apartment and in good standing Parking Space under the laws of its state of incorporation; and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties any applicable law or the nature of its activities makes such qualification necessaryotherwise; (b) it has all requisite power and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement and to carry on its business as now being conducted and as proposed Purchaser(s) has/have not been declared and/or adjudged to be conducted under this Agreementinsolvent or bankrupt, and/or ordered to be wound up or dissolved, as the case may be; (c) it has no receiver and/or liquidator and/or official assignee or any person is appointed in the requisite power and authority to execute, deliver and perform case of the Purchaser(s) or all or any of his /her/their/its obligations under this Agreementassets and/or properties; (d) it has duly authorized, executed and delivered this Agreement, and neither its execution and delivery hereof nor its consummation none of the transactions contemplated hereby nor its compliance with the terms hereof or performance Purchasers(s) assets/properties are attached and/or no notice of its obligations hereunder (i) does or will contravene attachment has been received under any of its organizational documents orapplicable rule, in any material respect, any law, statute regulation, or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtainedstatute; (e) this Agreement no notice is or has been received from the Government of India (either Central, State or Local) and/or from any other Government abroad for his/her/their/its legalinvolvement in any money laundering or any illegal activity nor is the Purchaser(s) declared to be a proclaimed offender and/or has a warrant is issued against him/her/it/them, valid which warrant is still pending and binding obligation, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)unresolved; (f) there no execution or other similar process is no action, suit, proceeding, inquiry issued or investigation, at law levied against Purchaser(s) or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or the validity or enforceability, of this Agreement; and (g) it will be able to deliver and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, his/her/their/its assets or any other representations or warranties made by the Warranting Party under this Agreementproperties.

Representations and Warranties of the Parties. Each Party (a) Mobility represents and warrants to and in favor of the other Party, thatWilsxx xx follows: (ai) it Mobility is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary; (b) it has with all requisite corporate power and authority to own or hold under lease or easement execute and operate deliver this Agreement and the property it purports to own or hold under lease or easement other documents, instruments and agreements contemplated hereby (collectively, the "Separation Documents") and to carry on its business as now being conducted consummate the transactions contemplated hereby and as proposed to be conducted under this Agreement;thereby. (cii) it has The execution, delivery and performance by Mobility of this Agreement and the requisite power and authority to execute, deliver and perform its obligations under this Agreement; (d) it has duly authorized, executed and delivered this AgreementSeparation Documents, and neither its execution and delivery hereof nor its the consummation of the transactions contemplated hereby nor its compliance with and thereby, have been duly authorized by Mobility. This Agreement and the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or Separation Documents have been duly executed and delivered by Mobility and constitute any material default under any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtained; (e) this Agreement is its legal, valid and binding obligationobligations of Mobility, enforceable against it Mobility in accordance with its their respective terms, except to the extent that enforceability as may be limited by applicable bankruptcy, insolvency, moratorium, reorganization insolvency or other similar laws affecting the enforcement of creditors' rights and subject to general generally or the availability of equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law);remedies. (fiii) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its Neither the execution, delivery or performanceperformance of this Agreement or the Separation Documents nor the consummation of the transactions contemplated hereby or thereby will: (1) conflict with, or result in a violation or breach of the validity terms, conditions or enforceabilityprovisions of, or constitute a default under the Certificate of this AgreementIncorporation or Bylaws of Mobility or any agreement, indenture or other instrument under which Mobility is bound or subject; andor (2) violate or conflict with any judgment, decree, order, statute, rule or regulation of any court of any public, governmental or regulatory agency or body having jurisdiction over Mobility. (giv) it will be able There are no outstanding liens on Mobility's ownership interests in MELLC or its subsidiaries. (b) Wilsxx xxxresents and warrants to Mobility as follows: (i) Wilsxx xx fully competent and authorized, empowered and directed to execute, deliver and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, or any other representations or warranties made by the Warranting Party under perform this Agreement. (ii) This Agreement and the Separation Documents have been duly executed and delivered by Wilsxx xxx constitute legal, valid and binding obligations of Wilsxx, xxforceable against Wilsxx xx accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies. (iii) Neither the execution, delivery or performance of this Agreement or the Separation Documents nor the consummation of the transactions contemplated hereby or thereby will: (1) conflict with, or result in a violation or breach of the terms, conditions or provisions of, or constitute a default under any agreement, indenture or other instrument under which Wilsxx xx bound or subject; or (2) violate or conflict with any judgment, decree, order, statute, rule or regulation of any court of any public, governmental or regulatory agency or body having jurisdiction over Wilsxx.

Representations and Warranties of the Parties. Each Party The BANK represents and warrants to and in favor of the other Party, that: (a) it the BANK is the sole legal and actual owner of the securities or of a corporation duly organized, validly existing and beneficial interest in good standing under the laws of its state of incorporation; and is duly qualified, authorized securities utilized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessarycollateralize deposits; (b) it has all requisite power and authority BANK accounts are insured to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement and to carry on its business as now being conducted and as proposed to be conducted under this Agreementregulatory limits of the FDIC; (c) it this Agreement has been approved by the requisite BANK’s Board of Directors, and such approval is evidenced by a true and correct copy of the resolution of BANK's Board of Directors adopted at the meeting at which this Agreement was approved (attached to this Agreement and incorporated for all purposes), and further, such approval is reflected in the minutes of such meeting of the Board of Directors; and (d) this Agreement is an official record of the BANK, and has been, and will continue to be, an official record of the BANK from the date of its approval by the BANK’s Board of Directors. The DEPOSITOR represents, warrants and promises that: (a) the DEPOSITOR has complied with all applicable law governing the selection of a depository bank, that DEPOSITOR has full power and authority to execute, deliver and perform its obligations under enter into this Agreement, the Agreement is a valid and binding agreement enforceable against the DEPOSITOR pursuant to its terms, and does not and will not violate any statute or regulation applicable to DEPOSITOR; (db) it has duly authorizedall acts, executed and delivered this Agreementconditions, and neither its things required to exist, happen, or to be performed on DEPOSITOR’s part precedent to and in the execution and delivery hereof nor its consummation of the transactions contemplated hereby nor its compliance this Agreement exist or have happened or have been performed; (c) DEPOSITOR will comply with the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtained; (e) this Agreement is its legal, valid and binding obligation, enforceable against other agreements it may have with BANK in accordance connection with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or the validity or enforceability, of this Agreement; and (gd) it will be able DEPOSITOR is not required, under applicable law governing the selection of a depository bank, to deliver and sell, or receive and buy, as applicable, Seller's Gas in the quantities and process requests for the prices specified in this Agreement. Each Party proposals (the "Warranting Party"RFPs) shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, or any other representations or warranties made by the Warranting Party under this Agreementformal process to select BANK as depository bank.

Representations and Warranties of the Parties. Each Party represents party to this Agreement hereby warrants the following representations as to itself, but does not warrant that these representations are true and warrants correct as to and in favor of the any other Party, thatparty: (a) it is a corporation A. The Parties are duly organized, validly existing and in good standing under the laws of its state of incorporation; their respective jurisdictions, and is duly qualified, authorized to do business and in good standing in each jurisdiction where has the character of its properties or the nature of its activities makes such qualification necessary; (b) it has all requisite power and authority to own or hold under lease or easement its property and operate the property it purports to own or hold under lease or easement and to carry on conduct its business as in the manner in which such business is now being conducted and as proposed to be conducted under this Agreement;conducted. (c) it has the requisite power and authority to execute, deliver and perform its obligations under this Agreement; (d) it has duly authorized, executed and delivered this Agreement, and neither its B. The execution and delivery hereof nor its consummation of this Agreement and the performance of the transactions contemplated hereby nor its compliance with have been duly authorized and approved under each of the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable partys' governing documents. The Parties each have full power to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtained; (e) enter into and perform this Agreement is its legaland the transactions contemplated hereby, and this Agreement constitutes a valid and binding obligation, agreement of each of the Parties enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law);. (f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its C. The execution, delivery or performanceand performance of this Agreement and the consummation of the transactions herein contemplated do not and will not result in a violation of any provision of the governing documents of any of the parties, or of any agreement, indenture, mortgage, deed of trust or other instrument to which any of the validity Parties is a signatory, or enforceabilityby which any Party is bound or of any law, rule, regulation, judgment, order or decree, save and except agreements to which Nationsbank is a signatory unless Nationsbank consents to these transactions by means of a separate agreement. All consents by third parties, including the consent of Nationsbank, required to prevent or eliminate every such conflict, breach, default, lien and encumbrance shall have been validly obtained before the execution of this Agreement and such consents, if any, shall be in full force and effect and valid and sufficient for such purpose at the time of the execution of this Agreement; and. (g) it will be able D. Pension Plan, A&E and Gauntlet warrant that no defaults exist under the terms of the Pension Plan Note or the Junior Security, nor do any circumstances exist which with the giving of notice or the passage of time would constitute such a default. SECTION SIX: CONSENTS --------------------- Each of the Parties consents to deliver and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified transactions set forth in this Agreement. Each Party (the "Warranting Party") shall releaseSECTION SEVEN: NOTICE --------------------- Any notice, indemnify and defend the other Party against any and all damagesrequest, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warrantiesinstruction, or other documents to be given hereunder to any other representations or warranties made by the Warranting Party under this Agreement.shall be in writing and delivered

Representations and Warranties of the Parties. Each Party represents and warrants to and in favor the other Party as of the other Party, Effective Date that: (a) it is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; and is duly qualified, authorized to do business and in good standing in each the jurisdiction where the character of its properties or the nature of organization, and has full power and authority to own and operate its activities makes such qualification necessaryproperty and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement; (b) it has all requisite power the full right, power, and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement enter into this Agreement and to carry on its business as now being conducted grant the rights and as proposed to be conducted licenses granted by it under this Agreement; (c) it has there are no existing, or to its knowledge, threatened Claims pending with respect to the requisite power and authority subject matter of this Agreement or its right to execute, deliver enter into and perform its obligations under this Agreement; (d) it has duly authorized, executed and delivered this Agreement, and neither taken all necessary action on its part to authorize the execution and delivery hereof nor its consummation of this Agreement and the transactions contemplated hereby nor its compliance with the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtainedthis Agreement; (e) this Agreement is its has been duly executed and delivered on behalf of it, and constitutes a legal, valid and valid, binding obligation, enforceable against it in accordance with its terms, except subject to the extent that enforceability may be limited by applicable general principles of equity and to the laws of bankruptcy, insolvency, moratorium, reorganization or and other similar laws affecting the enforcement of creditors' ’ rights generally, and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)any applicable competition laws; (f) there is no actionall Permits required to be obtained by it in accordance with the execution and delivery of this Agreement and the performance of its obligations under this Agreement have been or will be obtained, suitand in the case of Ocugen, proceeding, inquiry all Permits have been or investigation, at law or will be obtained in equity, before or by any court, governmental agency, public board or body, pending or, relation to its knowledge, threatened against conduct of any and all activities described hereunder to be performed in or affecting it or contesting or affecting its execution, delivery or performance, or with respect to the validity or enforceability, of this AgreementOcugen Territory; and (g) it will be able to deliver the execution and sell, delivery of this Agreement and the performance of its obligations hereunder do not conflict with or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of constitute a default under any of the foregoing warranties, its constitutional or any other representations or warranties made by the Warranting Party under this Agreementformation agreements.

Representations and Warranties of the Parties. Each Party hereby represents and warrants to and in favor the other Party that as of the other Party, thatEffective Date: (a) it Such Party is a corporation duly organized, organized and validly existing and in good standing under the laws of its state of incorporation; and is duly qualified, authorized to do business and in good standing in each the jurisdiction where the character of its properties or the nature of its activities makes such qualification necessaryorganization; (b) it Such Party has all requisite the full power and authority is duly authorized to own or hold under lease or easement enter into, execute and operate the property deliver this Agreement and any Ancillary Agreement to which it purports to own or hold under lease or easement is a party, and to carry on out and otherwise perform its business as now being conducted obligations hereunder and as proposed to be conducted under this Agreementthereunder; (c) it This Agreement and any Ancillary Agreement to which such Party is party has the requisite power and authority to execute, deliver and perform its obligations under this Agreement; (d) it has been duly authorized, executed and delivered this Agreementby, and neither its execution and delivery hereof nor its consummation of is the transactions contemplated hereby nor its compliance with the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtained; (e) this Agreement is its legal, valid and binding obligationobligation of such Party, enforceable against it in accordance with its terms, terms (except to as the extent that enforceability same may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or other similar laws relating to or affecting creditors’ rights generally and by general equity principles, including, without limitation, judicial principles affecting the enforcement availability of creditors' rights injunction and subject specific performance), and the entry into, the execution and delivery of, and the carrying out and other performance of its obligations under this Agreement and any such applicable Ancillary Agreement by such Party (i) does not conflict with, or contravene or constitute any default under, any agreement, instrument or understanding, oral or written, to general equitable principles which it is a party (regardless including without limitation such Party’s organizational documents and any permit or governmental authorization or grant), (ii) does not violate Applicable Law or any judgment, injunction, order or decree of whether such enforceability is considered in a proceeding in equity any government authority having jurisdiction over it, and (iii) does not, except as otherwise contemplated by this Agreement, require the approval or at law);consent of, or notice to or filing with, any Person that has not already been obtained or made; and (fd) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending orSuch Party does not, to its knowledge, threatened against or affecting it or contesting or affecting employ and will not, to its executionknowledge, delivery or performanceemploy, or the validity use, a Person or enforceability, of this Agreement; and (gentity debarred under Section 306(a) it will be able to deliver and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party"306(b) shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warrantiesFederal Food, Drug, and Cosmetic Act. Further, such Party, to its knowledge, does not employ and, to its knowledge, has not used a contractor or consultant that has employed, any other representations individual or warranties made entity debarred by the Warranting Party under this AgreementFDA, or, to the knowledge of such Party, any individual who or entity which is the subject of an FDA debarment investigation or proceeding.

Representations and Warranties of the Parties. Each VFMCRP and Cara each represent, warrant and covenant to each other Party represents and warrants to and in favor that as of the other Party, thatEffective Date: (a) it has the authority and right to enter into and perform this Agreement and grant the rights embodied herein, and it is not aware of any legal impediment that could inhibit its ability to perform its obligations under this Agreement; (b) its execution, delivery and performance of this Agreement does not constitute a breach of any order, judgment, agreement or instrument to which it is a party or is otherwise bound; (c) such Party is a corporation duly organized, validly existing and in good standing under the laws of its the state or other jurisdiction of incorporation; incorporation or formation and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary; (b) it has all requisite full corporate power and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement enter into this Agreement and to carry on its business as now being conducted and as proposed out the provisions hereof except where failure to be conducted under this Agreement; (c) it has in good standing would not materially impact the requisite power and authority Party’s ability to execute, deliver and perform meet its obligations under this Agreementhereunder; (d) it has duly authorized, executed and delivered this Agreement, and neither its execution and delivery hereof nor its consummation as of the transactions contemplated hereby nor its compliance with Effective Date, no consent of any Third Party is required for such Party to grant the terms hereof licenses and rights granted to the other Party under this Agreement or performance of to perform its obligations hereunder (i) does or will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtainedhereunder; (e) this Agreement is its legalall of such Party’s personnel and employees and Third Parties, valid including agents and binding obligationconsultants, enforceable against it hired by such Party and involved in accordance with its termsthe Development, except manufacture or Commercialization of Compounds or Licensed Products hereunder are, or when hired will be, under a written agreement whereby they have presently assigned to such Party any right they may have in any Invention first invented, discovered, made, conceived or reduced to practice in the conduct of activities pursuant to the extent that enforceability may be limited by applicable bankruptcyGlobal Development Program or in the Development, insolvencymanufacture or Commercialization of any of such Compounds or Licensed Products, moratorium, reorganization or other similar laws affecting the enforcement of creditors' and all intellectual property rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)therein; (f) there is no actionit will not, suitafter the Effective Date, proceeding, inquiry enter into any written or investigation, at law or in equity, before or by oral contractual obligation with any court, governmental agency, public board or body, pending or, to Third Party that would conflict with the obligations that arise on its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or the validity or enforceability, part out of this Agreement; and (g) no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of such Party in connection with the valid execution, delivery and performance of this Agreement. (h) In performing under this Agreement, it and its Affiliates agree to comply with all applicable anti-corruption laws, including the Foreign Corrupt Practices Act of 1977, as amended from time to time (“FCPA”); the anti-corruption laws of the Territory; and all laws enacted to implement the Organization for Economic Co-operation and Development Convention on Combating Bribery of Foreign Officials in International Business Transactions; (i) It is not aware of any Government Official or Other Covered Party having any financial interest in the subject matter of this Agreement or in any way personally benefiting, directly or indirectly, from this Agreement. (j) No political contributions or charitable donations will be able given, offered, promised or paid by a Party (or its Affiliate) at the request of any Government Official or Other Covered Party that is in any way related to deliver this Agreement or any activity conducted pursuant to this Agreement by such Party (or its Affiliate), without the other Party’s prior written approval. (k) It has not been debarred by the FDA, is not the subject of a conviction described in Section 306 of the FD&C Act, and sellis not subject to any similar sanction of other Governmental Authorities outside the Territory, and neither it nor any of its Affiliates has used, in any capacity, any person who either has been debarred by the FDA, is the subject of a conviction described in Section 306 of the FD&C Act or receive and buyis subject to any such similar sanction. Neither Party will engage, as applicablein any capacity in connection with this Agreement or any ancillary agreements, Seller's Gas any person who either has been debarred by the FDA, is the subject of a conviction described in Section 306 of the quantities and for the prices specified in this AgreementFD&C Act or is subject to any such similar sanction. Each Party (the "Warranting Party") shall release, indemnify and defend will inform the other Party against in writing promptly if it or any person engaged by it or any of its (l) It has been and will, for the Term, be in compliance with all damages, claims, actions, expenses, penalties and liabilitiesapplicable global trade laws (including the Global Trade Control Laws), including attorney's feesthose related to import controls, arising from export controls or economic sanctions, and it will cause each of its Affiliates to remain in compliance with the Warranting same during the Term. Neither Party's breach of , nor any of the foregoing warrantiesits Affiliates or its or their respective directors, officers, employees, agents or representatives is, or in the last five years was, a Restricted Party. Neither Licensee nor its Affiliates or sublicensees will export, transfer, or sell the Licensed Product (i) to any other representations country or warranties made territory that is subject to comprehensive economic sanctions administered by OFAC, which currently includes Cuba, Iran, North Korea, Sudan and Syria, as well the Warranting Crimea region of Ukraine, unless the sale of the product would be permissible if Licensee, its Affiliates or sublicensees were subject to OFAC’s jurisdiction, (ii) to any Restricted Party under this Agreementunless the sale of the product would be permissible if Licensee, its Affiliates or sublicensees was subject to OFAC’s jurisdiction or (iii) in such a manner that would violate the Global Trade Control Laws. (m) It will comply with all Applicable Law in performing its activities hereunder.

Representations and Warranties of the Parties. Each Party represents and warrants to and in favor of the other Party, thatothers as follows: (a) if it is a corporation, it is a corporation duly organized, incorporated and validly existing and in good standing under the laws of its state jurisdiction of incorporation; , amalgamation or continuance, as the case may be, and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary; (b) it has all requisite power necessary corporate power, authority and authority capacity to own or hold under lease or easement its property and operate the property it purports to own or hold under lease or easement assets and to carry on its business as now being conducted and as proposed to be conducted under this Agreementpresently conducted; (cb) it has the requisite power execution, delivery and authority to execute, deliver and perform its obligations under performance of this Agreement; (d) it has duly authorized, executed and delivered this AgreementAgreement do not, and neither its execution the fulfillment and delivery compliance with the terms and conditions hereof nor its (to the extent required herein) and the consummation of the transactions contemplated hereby will not, if applicable, conflict with any of, or require the consent or waiver of rights of any Person under, its constating documents or by-laws, if any, nor to the best of his or its compliance with knowledge do or will any of the terms hereof or performance of its obligations hereunder foregoing: (i) does violate any provision of or will contravene require any of its organizational documents consent, authorization or approval under any Applicable Law; or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), accelerate or permit the acceleration of the performance required by, or require any material breach of consent, authorization or constitute any material default approval which has not been obtained under any agreement or instrument to which it is a party or by which he or it is bound or to which any of his or its properties may be bound property is subject; or (c) he or affectedit has all necessary power, authority and capacity to enter into this Agreement and to carry out his or its obligations under this Agreement and the execution and delivery of this Agreement and, if applicable, the consummation of the transactions contemplated in this Agreement have been duly authorized by all necessary corporate action on its part, if applicable; (d) this Agreement constitutes a valid and binding obligation of him or it, enforceable against him or it in accordance with the terms of this Agreement, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought; or (iii) does or will require the consent or approval of any person or entity that has not already been obtained;and (e) this Agreement is its legalhe or it has not incurred any liability, valid and binding obligationcontingent or otherwise, enforceable against it for brokers’ or finders’ fees in accordance with its termsrespect of the transactions contemplated herein. No investigations made by or on behalf of a Party at any time shall have the effect of waiving, except diminishing the scope of or otherwise affecting any representation or warranty made by the other Party in or pursuant to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or the validity or enforceability, of this Agreement; and (g) it will be able to deliver and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. Each No waiver by a Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any condition or other provision, in whole or in part, shall constitute a waiver of the foregoing warranties, or any other representations condition or warranties made by the Warranting Party under this Agreementprovision.

Representations and Warranties of the Parties. Each Party represents Section 4.01. Representations and warrants to warranties of WOWI and in favor each of the other PartySellers. WOWI and each of the Sellers represent and warrant, thatjointly and severally, to Xx. Xxxxxxx and to JOLEN, as follows: (a) it WOWI is a corporation duly organized, validly organized and an existing and entity in good standing under the laws of its state of incorporation; Colorado and has full legal power to execute, deliver and perform this Agreement. (b) WOWI is duly qualified, authorized qualified to do business and in good standing in each state and jurisdiction where the character of its properties or in which the nature of its activities makes such qualification necessary;and ownership of property require it to be qualified as a foreign corporation, except where the failure to qualify would not have a Material Adverse Effect, (bc) All licenses required for the conduct of WOWI's business in intra and interstate commerce are in full force and effect, all such licenses being transferable in the event the transactions contemplated pursuant to this Agreement are deemed to be a transfer under applicable statutes and regulations; and, there is no proceeding of any nature pending or, to the best knowledge of WOWI and the Sellers, threatened which if determined adversely to WOWI would result in a revocation, cancellation of or material limitation or restriction on WOWI to conduct its business as it is presently conducted. (d) Each of the Sellers holds title to and has all requisite full power and authority to own sell, assign and transfer his shares in WOWI without the approval or hold under lease consent of any other person or easement party, and operate his share interest is not the property it purports to own subject of any security interest, hypothecation, lien or hold under lease or easement and to carry on its business as now being conducted and as proposed to be conducted under this Agreement;adverse interest. (ce) it has Except as disclosed on Attachment "F", to the requisite power best knowledge of WOWI and authority to executethe Sellers, deliver the execution of this Agreement and perform its obligations under this Agreement; (d) it has duly authorized, executed and delivered this Agreement, and neither its execution and delivery hereof nor its consummation of the transactions contemplated hereby nor its compliance does not conflict with the terms hereof or performance of its obligations hereunder (i) does or and will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or not result in any material adverse consequences to or material breach of any agreement (financing or constitute otherwise), mortgage, instrument, judgment, decree, law or governmental regulation, license, permit or authorization by WOWI or in the loss, forfeiture or waiver of any material default under rights, license, authorization or franchise owned by WOWI from which WOWI benefits or which is desirable in the conduct of WOWI's business. (f) To the best knowledge of WOWI and the Sellers, except for such actions as may have been taken, no further action by or before any agreement governmental body or instrument authority of the United States of America or any state, territory or subdivision thereof or any self-regulatory body to which it WOWI is subject is required in connection with the execution and delivery of this Agreement by WOWI and the consummation of the transactions contemplated hereby. (g) The information WOWI has delivered to Xx. Xxxxxxx and to JOLEN relating to WOWI was, to the best knowledge of WOWI and the Sellers, on the date reflected in each such item of information accurate in all material respects and, to the best knowledge of WOWI and the Sellers, such information at the date hereof taken as a party whole provides full disclosure of all material information relating to WOWI and does not, to the best knowledge of WOWI and the Sellers, omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (h) Except as disclosed in Attachment "G", WOWI has conducted its business in the ordinary course for the last three years or by since inception, whichever is less. (i) Neither WOWI nor any employee thereof, to WOWI's and the Sellers' best knowledge, has since inception given or agreed to give any gift or similar benefit valued at more than $25.00 annually to any customer, supplier, governmental employee or other person who is or may be or have been in a position to help or hinder WOWI's business, or a gift or similar benefit in any amount or value which it might subject WOWI to damage or penalty in civil, criminal or governmental litigation or proceedings. (j) WOWI's financial statements delivered to Xx. Xxxxxxx and to JOLEN have been prepared in accordance with the Tax Basis method of accounting in accordance with WOWI's past practices and maintained throughout the periods indicated, fairly present the financial condition of WOWI in all material respects at the dates and the results of operations for the periods indicated, contain all normally recurring adjustments and do not omit to disclose any contingent, undisclosed or hidden liabilities. WOWI's financial records are maintained in accordance with good business practice. (k) Except as set forth in Attachment "H", WOWI has good and marketable and insurable title to all of its properties may be bound and assets, including intangible assets, if any, which it owns or affected; uses in its business or purports to own, including, without limitation, those reflected in its books and records and in the balance sheet, both tangible and intangible, as presented in the "Financial Statements" (iiiAttachment "M") does Except as set forth on Schedule 4.01 (k), none of the properties and assets are subject to any mortgage, pledge, lien, charge, security interest, encumbrance, restriction, lease, license, easement, liability or will require the consent or approval adverse claim of any nature whatsoever, direct or indirect, whether accrued, absolute, contingent or otherwise, except as expressly set forth in the notes to WOWI's financial statements as securing specific liabilities or subject to specific capital leases and have arisen only in the ordinary course of business. All of the properties and assets owned, leased or used by WOWI are in good operating condition and repair, are suitable for the purposes used, are adequate and sufficient for WOWI's current operations and are directly related to WOWI's business. (l) All of the material contracts, agreements, leases, licenses and commitments of WOWI (other than those which have been fully performed), copies of all of which have been delivered or made available to Xx. Xxxxxxx and to JOLEN, are valid and binding, enforceable in accordance with their respective terms, in full force and effect and there is not there under with respect to any party thereto any existing default or event, which after the giving of notice or lapse of time or both, would constitute a default or result in a right to accelerate or loss of rights and none of such contracts, agreements, leases, licenses and commitments is, either when considered singly or in the aggregate with others, unduly burdensome, onerous or materially adverse to WOWI's business, properties, assets, earnings or prospects, either before or after the Closing, or which would result in any material loss to or liability of WOWI. (m) Except as set forth on Attachment "l", there is no claim, legal action, suit, arbitration, governmental investigation, or other legal or administrative proceeding, nor any order, decree, judgment or judgment in progress, pending or in effect or to WOWI's or the Sellers' knowledge threatened, against or relating to WOWI, its properties, assets or business or the transaction contemplated by this Agreement and WOWI and the Sellers do not know or have any reason to be aware of any basis for the same, including any basis for a claim of sexual harassment or racial or age discrimination. (n) If WOWI has elected to be treated as a partnership for federal income tax purposes; has distributed all Forms K-1 to the persons entitled to receive them; and all taxes, including without limitation, income, property, motor vehicle tag, operating licenses, special assessments, sales, use, franchise, intangibles, employees' income withholding and social security taxes, including employer's contribution, other than those for which a return or deposit is not yet due and have been disclosed to Xx. Xxxxxxx and to JOLEN, imposed by the United States or any state, municipality, subdivision, authority, which are due and payable, and all interest and penalties thereon, unless disputed in good faith in proper proceedings and reserved for or set aside, have been paid in full and all tax returns required to be filed in connection therewith have been accurately prepared and timely filed and all deposits required by law to be made by WOWI with respect to employees' withholding and social security taxes have been made. WOWI is not and has no reason to believe that it will be the subject of an audit by any taxing authority. Except as set forth in Schedule 4.01 (n) here is not now in force any extension of time with respect to the date when tax return was or is due to be filed, or any waiver or agreement by WOWI for the extension of time for the assessment of any tax and WOWI is not a "consenting corporation" within the meaning of Section 341 (f)(l) of the Tax Code. (o) Except as set forth on Attachment "J", WOWI does not have any employee benefit, pension or profit sharing plans subject to ERISA and no such plans to which WOWI is obligated or required to make contributions. (p) None of WOWI's employees are represented by a collective bargaining agent or subject to a collective bargaining agreement and WOWI considers its relations with its employees as a whole to be good. WOWI has disclosed to Xx. Xxxxxxx and to JOLEN all of its employee salary, compensation and benefit agreements and no employee has a written employment agreement. (q) No person or entity that has guaranteed any obligation of WOWI and WOWI has not already been obtained;guaranteed the obligation of any other person. (er) WOWI and its management have no reason to believe or expect and do not believe or expect that any event or events will occur which will result in WOWI producing results of operations which are materially different from WOWI's recent operations. Section 4.02. Xx. Xxxxxxx'x and JOLEN's representations and warranties. Xx. Xxxxxxx'x and JOLEN represent and warrant to the Sellers that: (a) JOLEN is a duly incorporated and existing corporation in good standing under the laws of Florida, its state of incorporation, and has full corporate power to execute and deliver this Agreement. (b) This Agreement is its has been duly and validly authorized, executed and delivered by JOLEN and constitutes the legal, valid and binding obligation, enforceable against it obligation of JOLEN in accordance with its termsterms subject, except as to the extent that enforceability may be limited by applicable enforceability, to bankruptcy, insolvency, moratoriumreorganization and other laws of, reorganization relating to or other similar laws affecting the enforcement of creditors' shareholders and creditors rights generally and subject to general equitable principles principles. (regardless c) Except for such actions as may have been taken, no further action by or before any governmental body or authority of whether the United States of America or any state thereof is required in connection with the execution and delivery of this Agreement by JOLEN and the consummation of the transactions contemplated hereby. (d) The information JOLEN has published at XXXXxxxxxx.xxx is accurate in all material respects and such enforceability information at the date hereof as a whole did not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (e) The JOLEN common stock and preferred stock is considered in a proceeding in equity duly authorized and is not subject to preemptive rights or at law);similar rights of stockholders. (f) there There is no action, suit, proceedinginquiry, inquiry notice of violation, proceeding or investigationinvestigation pending or, at law to the knowledge of JOLEN, threatened against or in equityaffecting JOLEN, or any of its respective properties before or by any court, arbitrator, governmental agencyor administrative agency or regulatory authority (federal, public board state, county, local or bodyforeign) (collectively, pending oran "Action") which (i) adversely affects or challenges the legality, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or the validity or enforceability, enforceability of this Agreement; and Agreement or JOLEN's Securities or (gii) it will be able to deliver and sellcould, if there were an unfavorable decision, individually or receive and buy, as applicable, Seller's Gas in the quantities and for aggregate, have or result in a Material Adverse Effect. Neither JOLEN, nor any subsidiary, nor any director or officer thereof, is or has been the prices specified in this Agreement. Each Party (subject of any action involving a claim of violation of or liability under federal or state securities laws within the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's past ten years or a claim of breach of fiduciary duty. There has not been, and to the knowledge of JOLEN, there is not pending or contemplated, any of investigation by the foregoing warranties, Commission involving JOLEN or any other representations current or warranties made by the Warranting Party under this Agreementformer director or officer of JOLEN.

Representations and Warranties of the Parties. 15.1. The Parties represent, warrant, assure, declare, confirm, covenant and undertake what has been stated and/or contained herein are reasonable under the circumstances. 15.2. Each of the Representations and Warranties shall be separate and independent and, save as expressly provided to the contrary, shall not be limited by reference to or inference from any other Representations and Warranties or any other term of this Agreement, which is not expressly referenced to the Representations and Warranties concerned. 15.3. Each Party to this Agreement hereby represents and warrants to and in favor each of the other Party, Parties that: (a) it is a corporation duly organizedorganised, validly existing and in good standing is validly incorporated under the laws of its state India and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of incorporation; and is duly qualifiedthis Agreement or matters arising thereunder including any obligation, authorized to do business and in good standing in each jurisdiction where the character of its properties liability or the nature of its activities makes such qualification necessaryresponsibility hereunder; (b) it has all requisite power and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement and to carry on its business as now being conducted and as proposed to be conducted under this Agreement; (c) it has the requisite full power and authority to execute, deliver and perform its obligations under this Agreement; (d) it has duly authorized, executed Agreement and delivered this Agreement, and neither its that that the execution and delivery hereof nor its consummation by such Party of this Agreement and the performance by such Party of the transactions contemplated hereby nor its compliance have been duly authorised by all necessary corporate or other action of such Party; c) this Agreement constitutes the legal, valid and binding obligation of that Party, enforceable against it in accordance with the terms hereof hereof; d) there are no actions, suits or performance proceedings pending or to its best knowledge, threatened against or affecting it before any court, administrative body or arbitral tribunal which might materially and adversely affect its ability to meet or perform any of its obligations hereunder (iunder this Agreement and the Project Contracts; e) does it has the financial standing and capacity to perform its obligations in accordance with the terms of this Agreement and the Project Contracts; f) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, or will contravene accelerate performance required by any of the terms of its organizational documents ormemorandum of association and articles of association or any applicable laws or any covenant, in any material respectcontract, any lawagreement, statute arrangement, understanding, decree or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument order to which it is a party or by which it or any of its properties may be or assets is bound or affected; ; g) it has no knowledge of any violation or (iiidefault with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Authority which may result in any Material Adverse Effect under the Project Contracts on its ability to perform its obligations under this Agreement and the Project Contracts and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement and the Project Contracts; h) does it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a Material Adverse Effect on its ability to perform its obligations under this Agreement; i) no representation or warranty by it contained herein or in any other document furnished by it to the Authority including the Bid or to any Government Authority in relation to Applicable Permits contains or will require contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; j) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for securing the consent Concession or approval entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; k) agrees that the execution, delivery and performance by it of this Agreement and all other agreements, contracts, documents and writings relating to this Agreement constitute private and commercial acts and not public or governmental acts; l) consents generally in respect of the enforcement of any person or entity that has not already been obtained; (e) this Agreement is its legal, valid and binding obligation, enforceable judgement against it in accordance with its terms, except any proceedings in any jurisdiction to the extent that enforceability giving of any relief or the issue of any process in connection with such proceedings; m) undertakes to provide such assistance to VGCB as may be limited required and agreed to by applicable bankruptcythe Parties, insolvencyso as to enable VGCB to implement, moratorium, reorganization or other similar laws affecting operate and maintain the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or the validity or enforceability, of this AgreementProject; and (gn) covenants and undertakes that it will do all such acts (including exercise of its rights as a Shareholder or otherwise) as may be able required or necessary to deliver give full effect to the terms of this Agreement and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, or any other representations or warranties made by the Warranting Party under this AgreementProject Contracts.

Representations and Warranties of the Parties. Each Party of the Parties separately represents and warrants to and in favor each of the other Party, thatParties as follows: (a) it is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary; (b) it has all requisite power and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement and to carry on its business as now being conducted and as proposed to be conducted under this Agreement; (c) it a. It has the requisite power and authority to executeenter into this Agreement and to perform the obligations contemplated by this Agreement, deliver subject only to the entry of the Confirmation Order; b. The execution and perform delivery of this Agreement, and the performance of the obligations contemplated by this Agreement, have been approved by duly authorized representatives of the Party, and by all other necessary actions of the Party, subject only to the entry of the Confirmation Order; c. It has expressly authorized its obligations under undersigned representative to execute this Agreement on the Party's behalf as its duly authorized agent; d. The making and performance of this Agreement will not violate any provision of the Party's respective articles of incorporation, membership agreement, charter or bylaws, where applicable; e. It has read the entire Agreement and knows the contents hereof; it understands that the terms hereof are contractual and not merely recitals; it has signed this Case 1:13-md-02419-RWZ Document 1694-10 Filed 02/13/15 Page 12 of 25 Agreement of its own free act and will; and in making this Agreement, it has obtained the advice of its own legal counsel; f. It has not previously assigned or transferred, or purported to assign or transfer to any other Person, any right or Claim that is the subject matter of this Agreement; (d) it g. This Agreement has duly authorizedbeen negotiated, executed and delivered this Agreementin good faith, with the assistance of its own legal counsel, pursuant to good faith arm's length negotiations, and neither its execution for good and delivery hereof nor its consummation of the transactions contemplated hereby nor its compliance with the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtained; (e) this Agreement is its legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or the validity or enforceability, of this Agreementvaluable consideration; and (g) it will be able h. As to deliver Victory and sellthe Insurers, or receive each has conducted diligent good faith searches for any insurance policies that may have been issued by the Insurers that provide insurance coverage and/or other benefits to Victory for the Settled Claims, and buy, as applicable, Seller's Gas that they are unaware of any such insurance policies other than the Policies specifically identified herein. The search conducted by Victory consisted of a review of relevant files and documents for copies of insurance policies and a review of available insurance schedules. The search conducted by each Insurer consisted of searches of internal corporate databases in which extant historical policy information is maintained. Victory and the Insurers each represent that the searches described in the quantities and for the prices specified in this Agreement. Each Party (the prior sentences constitute "Warranting Partydiligent, good faith searches.") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, or any other representations or warranties made by the Warranting Party under this Agreement.

Representations and Warranties of the Parties. Each Party of Core and King hereby represents and warrants to and in favor of the each other Party, that: (a) it is a corporation duly organized, organized and validly existing and in good standing under the laws of its state jurisdiction of incorporation; incorporation or formation, and is duly qualified, authorized has full corporate or other power and authority to do business enter into this Agreement and in good standing in each jurisdiction where to carry out the character of its properties or the nature of its activities makes such qualification necessaryprovisions hereof; (b) it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and the person or persons executing this Agreement on its behalf has been duly authorized to do so by all requisite power and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement and to carry on its business as now being conducted and as proposed to be conducted under this Agreementcorporate action; (c) this Agreement is legally binding upon it and enforceable in accordance with its terms; (d) (i) it is not debarred under Section 2 of the Generic Drug Enforcement Act of 1992, 21, U.S.C. §335a (the “ Act”), excluded from a federal or state health care program under Sections 1128 or 1156 of the Social Security Act, 42 U.S.C. §§ 1320a-7, 1320c-5, excluded from contracting with the federal government or otherwise excluded, suspended or debarred from any federal or state program, (ii) it does not, to the best of its knowledge, and will not knowingly use in any capacity the services of any person debarred or excluded under the Act, and (iii) that neither it, nor, to the best of its knowledge, any of its Affiliates, employees, agents or contractors has engaged in any activity to lead it to becoming debarred under the Act; and (e) as of the Effective Date (i) it has the requisite full power and authority to executegrant the licenses set forth in this Agreement; (ii) it owns or Controls all right, deliver title and interest in and to the Background IP licensed by it hereunder, free and clear of any encumbrances, liens, charges, adverse claims, pledges, assignments, licenses, and covenants by it not to xxx any Third Party; (iii) all patent applications within the Background IP licensed by it hereunder have been duly prepared, filed, prosecuted and maintained in accordance with all applicable laws, rules and regulations; and (iv) no government funding has been obtained or used in connection with the research and development of any Background IP licensed by it hereunder, including without limitation pursuant to any grants from the National Institutes of Health; (i) it has facilities, personnel, experience and expertise reasonably sufficient in quality and quantity to perform its obligations under this Agreement, (ii) shall perform all of its obligations under this Agreement with reasonable due care, in conformity with current generally accepted standards and procedures for the type of obligation specified and in compliance with all applicable law and regulation, and (iii) has established quality assurance, quality controls and review procedures as reasonable and appropriate for the performance of its obligations under this Agreement; (dg) it has duly authorizedis, executed as of the Effective Date, and delivered shall during the Term continue to be, in material compliance with all federal, state and local laws, regulations, rules, customs and ordinances now in force or which may hereafter be in force, applicable to the performance of its obligations under and as contemplated by this Agreement; (h) all necessary consents, approvals and authorizations of all Regulatory Authorities, other governmental authorities, and neither its other Persons required to be obtained by such Party in connection with the execution and delivery hereof nor its consummation of this Agreement and the transactions contemplated hereby nor its compliance with the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already have been obtained; (e) this Agreement is its legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or the validity or enforceability, of this Agreement; and (gi) it the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (A) do not and will be able to deliver and sell, not conflict with or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against violate any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach requirement of Applicable Law or any provision of the foregoing warrantiesconstituent document of such Party and (B) do not and will not conflict, violate or constitute a default or require any other representations consent under, any contractual obligation or warranties made court or administrative order by the Warranting which such Party under this Agreementis bound.

Representations and Warranties of the Parties. 4.1 Each Party of the EdgePoint Entities hereby solidarily represents and warrants to the Parent and the Purchaser as follows and acknowledges that the Parent and the Purchaser are relying upon these representations and warranties in favor connection with the entering into of this Agreement and the other Party, thatArrangement Agreement: (a) it has been duly formed and is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; and is duly qualified, authorized to do business and in good standing in each the jurisdiction where the character of its properties or the nature of formation and has all necessary power and authority to execute and deliver this Agreement and to perform its activities makes such qualification necessaryobligations hereunder; (b) the execution and delivery of this Agreement by it has all requisite power and authority to own or hold under lease or easement the performance by it of its obligations hereunder have been duly authorized and operate the property it purports to own or hold under lease or easement and to carry no other corporate proceedings on its business part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by it and, assuming the due authorization, execution and delivery by the Parent and the Purchaser, constitutes a legal, valid and binding obligation, enforceable by the Parent and the Purchaser against each of the EdgePoint Entities in accordance with its terms, except as now being conducted enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies such as proposed specific performance and injunction may be granted only in the discretion of a court of competent jurisdiction; (d) other than as provided in the Arrangement Agreement with respect to the parties thereto and filings required under applicable securities Laws, the execution, delivery and performance by it of this Agreement does not require any consent, approval, authorization or permit of, any action by, filing with or notification to any Governmental Entity, other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, be conducted under reasonably expected to prevent or materially delay the consummation of the Transaction; (e) it is the sole legal and/or beneficial owner of the number of Subject Shares and principal amount of Subject Convertible Debentures listed opposite its name on Schedule A to this Agreement; (cf) it has currently has, and as of the requisite Company Meeting, will have, the sole right to vote (or cause to be voted) and dispose (or direct the disposition of) all the Subject Shares, and all the Subject Securities are, and immediately prior to the Effective Time will be (other than any Subject Shares Transferred following the Company Meeting or otherwise in accordance with Section 3.1(d)), legally and/or beneficially owned solely by it with good and marketable title thereto, free and clear of any and all Liens of any nature or kind whatsoever; (g) none of the Subject Securities is subject to any voting trust, agreement, arrangement or restriction with respect to the voting of such Subject Securities, including the granting of any proxy or power and authority of attorney with respect thereto, that would prevent or delay its ability to execute, deliver and perform its obligations under hereunder; (h) no Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Parent and the Purchaser pursuant to this Agreement; (di) it has duly authorized, executed and delivered this Agreement, and neither its none of the execution and delivery hereof nor its consummation by it of this Agreement or the completion or performance of the transactions contemplated hereby nor its or the compliance by it with the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material a breach of or constitute a default (with or without notice of lapse of time or both) under any material default under provision of (i) its constating documents, (ii) any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; or assets is bound, (iii) does any judgment, decree, order or will require the consent or approval award of any person Governmental Entity, or entity that has (iv) any Law or Order, except, in each case, as would not already been obtainedreasonably be expected, either individually or in the aggregate, to materially impair the ability of the EdgePoint Entities to perform their obligations hereunder; (ei) the only securities of the Company owned, directly or indirectly, or over which control or direction is exercised, by it are those listed on Schedule A to this Agreement opposite its name (excluding, for certainty, Shares over which an EdgePoint Entity does not have voting control as of the date hereof), and (ii) it has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by it or transfer to it of additional Shares or Convertible Debentures (other than pursuant to the terms of the Convertible Debentures in effect on the date hereof); (k) there are no Actions in progress or pending or, to the knowledge of any EdgePoint Entity, threatened against it or any of its affiliates that would materially adversely affect in any manner (i) its ability to enter into this Agreement and to perform its obligations hereunder, or (ii) its title to, or ownership of, any of the Subject Securities; and (l) it understands and acknowledges that the Parent and the Purchaser are entering into the Arrangement Agreement in reliance upon the EdgePoint Entities’ execution and delivery of this Agreement. 4.2 Each of the Parent and the Purchaser hereby solidarily represents and warrants to the EdgePoint Entities as follows and acknowledges that the EdgePoint Entities are relying upon these representations and warranties in connection with the entering into of this Agreement: (a) it has been duly formed and is validly existing under the laws of the jurisdiction of its formation and has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder have been duly authorized and no other corporate proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement is its has been duly executed and delivered by it and, assuming the due authorization, execution and delivery by the EdgePoint Entities, constitutes a legal, valid and binding obligation, enforceable by the EdgePoint Entities against it each of the Parent and the Purchaser in accordance with its terms, except to the extent that enforceability as enforcement may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and other similar laws affecting the enforcement rights of creditors' rights creditors generally and subject except that equitable remedies such as specific performance and injunction may be granted only in the discretion of a court of competent jurisdiction; (d) other than as provided in the Arrangement Agreement with respect to general equitable principles the parties thereto and filings required under applicable securities Laws, the execution, delivery and performance by it of this Agreement does not require any consent, approval, authorization or permit of, any action by, filing with or notification to any Governmental Entity, other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, be reasonably expected to prevent or materially delay the consummation of the Transaction; (regardless e) none of whether such enforceability is considered the execution and delivery by it of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by it with its obligations hereunder will result in a proceeding breach of or constitute a default (with or without notice of lapse of time or both) under any provision of (i) its constating documents, (ii) any agreement or instrument to which it is a party or by which it or any of its properties or assets is bound, (iii) any judgment, decree, order or award of any Governmental Entity, or (iv) any Law or Order, except, in equity each case, as would not reasonably be expected, either individually or at law);in the aggregate, to materially impair the ability of the Parent or the Purchaser to perform its obligations hereunder; and (f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or it has the requisite corporate power and authority to enter into the Arrangement Agreement and to perform its obligations under the Arrangement Agreement and to consummate the transactions contemplated by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or the validity or enforceability, of this Arrangement Agreement; and. (g) it will be able to deliver 4.3 The representations and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified warranties set forth in this Agreement. Each Party (Article 4 shall not survive the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any completion of the foregoing warranties, or any other representations or warranties made by Transaction and will expire and be terminated at the Warranting Party under this AgreementExpiry Time.

Representations and Warranties of the Parties. (a) Each Party represents and warrants to and in favor the other Parties, as of the other Party, that:Execution Date and each Closing Date in relation to each tranche of investment that (“Fundamental Warranties”): (ai) with respect to Dvara, the Company and each Anchor Investor, it is a corporation duly organized, organised and validly existing and in good standing under the laws Applicable Law of the jurisdiction of its state of incorporation; and is duly qualifiedorganisation, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary; (b) it has all requisite power and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement and to carry on its business as now being conducted business; with respect to the Founder and as proposed Co-Founder respectively, she is a resident of India and has the capacity and authority and has taken all the necessary actions to be conducted under enter into and perform this Agreement (ii) this Agreement entered into by it has been duly executed and delivered by it and constitutes a legally binding and enforceable obligation and the execution of such documents do not conflict, be contrary to or violate any Applicable Law or its charter documents; (ciii) it has the requisite power and authority to executeexecute and deliver this Agreement and any other documents in relation thereto and to which it is a party, deliver to consummate the transaction and to perform its obligations under this Agreement;Agreement and other documents; and (iv) the execution, delivery and performance by it of this Agreement and the consummation by it of the transactions contemplated by such documents have been duly authorised by all necessary action (including all corporate and regulatory actions). (b) The Company represents and warrants to each Anchor Investor as of the First Closing Date the further Warranties (subject to disclosures, if any, made by the Company in writing under a Disclosure Letter issued simultaneously with the execution of this Agreement and as of the first CP Completion Notice for matters occurring between the Execution Date and the date of the first CP Completion Notice) set out in SCHEDULE 6. (c) The Warranties made hereunder shall be separate and independent and is not limited by reference to any other Warranty. Authenticated through Xxxxxxxxx.xxx (880qDt1) Authenticated through Xxxxxxxxx.xxx (880qDt1) Authenticated through Xxxxxxxxx.xxx (880qDt1) Authenticated through Xxxxxxxxx.xxx (880qDt1) Xxxxxx Xxxxxxxxx Date: Fri Sep 24 22:35:09 IST 2021 Authenticated through Xxxxxxxxx.xxx (880qDt1) BV Narasimham Date: Sat Sep 25 12:56:53 IST 2021 Authenticated through Xxxxxxxxx.xxx (880qDt1) Xxxxxxx Xxx Date: Wed Sep 29 11:14:06 IST 2021 Authenticated through Xxxxxxxxx.xxx (880qDt1) XXXXX XXXXXX Date: Mon Sep 27 10:46:23 IST 2021 Authenticated through Xxxxxxxxx.xxx (880qDt1) XXXXXXXXX XXXXXXXXXXX Date: Fri Sep 24 22:23:33 IST 2021 (d) it has duly authorized, executed and delivered this Agreement, and neither its execution and delivery hereof nor its consummation None of the transactions contemplated hereby nor its compliance with Warranties hereunder shall be treated as qualified by any actual, imputed or constructive knowledge on the terms hereof or performance part of its obligations hereunder (i) does or will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it is a party or by which it Party or any of its properties may be bound agents, representatives, officers, employees or affected; advisers or (iii) does by any investigation in relation to the Company or will require the consent or approval of any person or entity that has not already been obtained;its assets. (e) this Agreement is its legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performance, or the validity or enforceability, of this Agreement; and (g) it will be able to deliver and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, or any other representations or warranties The Warranties made by the Warranting Party under this AgreementCompany are true, accurate, complete and not misleading by reference to the facts and circumstances as of the date on which such Warranty is made.

Representations and Warranties of the Parties. Each As of the Effective Date, each Party represents and warrants to and in favor of the other Party, Party that: (a) it is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary; This Agreement (bi) it has all requisite power and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement and to carry on its business as now being conducted and as proposed to be conducted under this Agreement; (c) it has the requisite power and authority to execute, deliver and perform its obligations under this Agreement; (d) it has been duly authorized, executed and delivered this Agreementdelivered, and neither its execution all necessary corporate action relating thereto and delivery hereof nor its consummation of relating to the transactions contemplated hereby nor its compliance with the terms hereof or performance of its obligations hereunder hereunder, has been taken, by such Party (i) does or will contravene any of its organizational documents orincluding, without limitation, in any material respectthe case of the Company, any lawapprovals by the Company’s board of directors, statute or stockholders, and any other legal requirement applicable parties, as applicable, necessary for the Company to or binding upon it or issue the Acquired Shares to Palantir and perform its propertiesobligations hereunder); (ii) does or will contravene or result in any material breach constitutes the valid and legally binding obligations of or constitute any material default under any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affectedsuch Party; or and (iii) does or will require the consent or approval of any person or entity that has not already been obtained; (e) this Agreement is its legal, valid and binding obligation, enforceable against it such Party in accordance with its terms, except to the extent that enforceability as may be limited or otherwise affected by applicable (A) bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the enforcement rights of creditors' rights creditors generally, and subject to general equitable (B) principles (regardless of equity, whether such enforceability is considered in a proceeding in equity or at law); (f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, . (b) The representative executing this Agreement on behalf of such Party has been granted all necessary power and authority to its knowledge, threatened against or affecting it or contesting or affecting its act on behalf of such Party with respect to the execution, performance and delivery or performance, or the validity or enforceability, of this Agreement; and (g) it will be able and the representative executing this Agreement on behalf of such Party is of legal age and capacity to deliver enter into agreements which are fully binding and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting enforceable against such Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, or any other representations or warranties made by the Warranting Party under this Agreement. (c) Such Party has had an opportunity to seek the advice of its own independent legal counsel with respect to the provisions of this Agreement and that its decision to execute this Agreement is not based on any reliance upon the advice of any other Party or its legal counsel. By executing this Agreement, such Party represents and warrants that it has completely read this Agreement and that such Party understands the terms of this Agreement and its significance. (d) Neither such Party nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act (as defined below)) in connection with any offer or issuance of the Acquired Shares.

Representations and Warranties of the Parties. Each Party 5.1 The Company represents and warrants to the Monitoring Agency that (which representations shall continue to be true and correct on each day during the currency of this Agreement): 5.1.1 this Agreement constitutes a valid, legal and binding obligations on the Company and is enforceable against the Company in favor accordance with the terms hereof; 5.1.2 the execution, delivery and performance of the this Agreement and any other Partydocument related hereto by it has been duly authorised and do not and will not contravene any provisions of, that: or constitute a default under (a) it is a corporation duly organizedApplicable Law, validly existing and in good standing under the laws of its state of incorporation; and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary; (b) it has all requisite power and authority to own its organisational documents, or hold under lease or easement and operate the property it purports to own or hold under lease or easement and to carry on its business as now being conducted and as proposed to be conducted under this Agreement; (c) it has the requisite power and authority to execute, deliver and perform its obligations under this Agreement; (d) it has duly authorized, executed and delivered this Agreement, and neither its execution and delivery hereof nor its consummation of the transactions contemplated hereby nor its compliance with the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument or undertaking to which it is a party or by which is binding on it or any of its properties may be bound assets; 5.1.3 it has the requisite power to open and maintain the Monitoring Agency Account and has taken all necessary corporate and other actions required to authorize the opening and maintenance thereof upon the terms referred to herein and the execution of all such documents as are necessary for the purpose thereof; 5.1.4 The Company shall at any time and from time to time upon the written request of the Monitoring Agency promptly and duly deliver or affected; or (iii) does or will require permit the consent or approval delivery of any person or entity and all such further details, information, instruments and documents as the Monitoring Agency may consider necessary for the purpose of monitoring the Net Proceeds of the Issue. 5.1.5 The name of the Monitoring Agency is stated as a banker of the issuer in the Prospectus of the Company. 5.2 The Monitoring Agency represents and warrants to the Company that has not already been obtained;(which representations shall continue to be true and correct on each day during the currency of this Agreement: (e) 5.2.1 this Agreement is its legalconstitutes a valid, valid legal and binding obligation, obligations on it and is enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting terms hereof; and 5.2.2 the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its execution, delivery or performanceand performance of this Agreement and any other document related hereto by it has been duly authorised and do not and will not contravene any provisions of, or the validity constitute a default under (a) any law, regulation, judgement, decree or enforceabilityorder of any governmental authority, of this Agreement; and (gb) it will be able to deliver and sellits organisational documents, or receive (c) any other agreement or instrument or undertaking to which it is a party or which is binding on it or any of its assets. 5.2.3 it has due authority and buy, valid registration as applicable, Seller's Gas in required under Applicable Law to act as the quantities and monitoring agency for the prices specified in this Agreement. Each Party (the "Warranting Party") shall releaseIssue and it is not prohibited from acting as a monitoring agency by any judicial, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the foregoing warranties, regulatory or any other representations or warranties made by the Warranting Party under this Agreementadministrative body.

Representations and Warranties of the Parties. Each Party represents and warrants to and in favor the other Party as of the other Party, Effective Date that: (a) it is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; and is duly qualified, authorized to do business and in good standing in each the jurisdiction where the character of its properties or the nature of organization, and has full power and authority to own and operate its activities makes such qualification necessaryproperty and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement; (b) it has all requisite power the full right, power, and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement enter into this Agreement and to carry on its business as now being conducted grant the rights and as proposed to be conducted licenses granted by it under this Agreement; (c) it has there are no existing, or to its knowledge, threatened Claims pending with respect to the requisite power and authority subject matter of this Agreement or its right to execute, deliver enter into and perform its obligations under this Agreement; (d) it has duly authorized, executed and delivered this Agreement, and neither taken all necessary action on its part to authorize the execution and delivery hereof nor its consummation of this Agreement and the transactions contemplated hereby nor its compliance with the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtainedthis Agreement; (e) this Agreement is its has been duly executed and delivered on behalf of it, and constitutes a legal, valid and valid, binding obligation, enforceable against it in accordance with its terms, except subject to the extent that enforceability may be limited by applicable general principles of equity and to the laws of bankruptcy, insolvency, moratorium, reorganization or and other similar laws affecting the enforcement of creditors' ’ rights generally, and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)any applicable competition laws; (f) there is no actionall Permits required to be obtained by it in accordance with the execution and delivery of this Agreement and the performance of its obligations under this Agreement have been or will be obtained, suitand in the case of XxxXxxx, proceeding, inquiry all Permits have been or investigation, at law or will be obtained in equity, before or by any court, governmental agency, public board or body, pending or, relation to its knowledge, threatened against conduct of any and all activities described hereunder to be performed in or affecting it or contesting or affecting its execution, delivery or performance, or with respect to the validity or enforceability, of this AgreementXxxXxxx Territory; and (g) it will be able to deliver the execution and sell, delivery of this Agreement and the performance of its obligations hereunder do not conflict with or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of constitute a default under any of the foregoing warranties, its constitutional or any other representations or warranties made by the Warranting Party under this Agreementformation agreements.

Representations and Warranties of the Parties. 3.1. Each Party hereto represents and warrants to and in favor of the other Party, Party that: (a) it is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary; (b) it 3.1.1. It has all requisite full corporate power and authority to own or hold under lease or easement and operate the property it purports to own or hold under lease or easement execute this Agreement and to carry on its business as now being conducted and as proposed to be conducted under this Agreement; (c) it has the requisite power and authority to execute, deliver and perform its obligations under hereunder and all corporate action on its part necessary for the authorization, execution, delivery and performance of this Agreement by it have been taken. 3.1.2. This Agreement; (d) it has duly authorized, when executed and delivered this Agreementby it, and neither its execution and delivery hereof nor its consummation of the transactions contemplated hereby nor its compliance with the terms hereof or performance of its obligations hereunder (i) does or will contravene any of its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will contravene or result in any material breach of or constitute any material default under any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; or (iii) does or will require the consent or approval of any person or entity that has not already been obtained; (e) this Agreement is its legal, valid and legally binding obligationobligation on its part, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law);. (f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge, threatened against or affecting it or contesting or affecting its 3.1.3. The execution, delivery or performance, or the validity or enforceability, and performance of this Agreement; and (g) it Agreement will be able to deliver and sell, or receive and buy, as applicable, Seller's Gas not result in the quantities breach or violation of any law or regulation applicable to it or any contract or commitment by which it is bound. 3.1.4. It is not required to obtain any permit, authorization, license or consent from any third Party, which has not already been obtained from such Party prior to the Effective Date (and for the prices specified in this Agreement. Each Party (the "Warranting Party") shall release, indemnify and defend a true copy of which has been provided to the other Party against any hereto), in connection with the execution and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from delivery of this Agreement or the Warranting Party's breach consummation or performance of any of the foregoing transactions contemplated hereunder. 3.2. In addition to the aforesaid, Distributor represents and warrants that it has the required knowledge, experience and financial capacity to fulfill his obligations hereunder, that it has previous experience and knowledge regarding the market of the Products in the Territory, that it has received and reviewed all the information required by Distributor, and that it has evaluated the merits of this Agreement before executing it. 3.3. In addition to the aforesaid, provided that Distributor’s actual purchases of Products during a relevant period materially conforms with the initial forecast provided by Distributor as set forth in Section 4.1 during such period, the Company represents, warrants, covenants and agrees that all material contract terms (including without limitation prices, charges, benefits, warranties, rebates, discounts, incentives, marketing commitments, customer support, or account representation, and any other representations or warranties made by the Warranting Party material terms) (together, “Contract Terms”) granted to Distributor solely under this Distribution Agreement and the Commercial Arrangements (as defined below) as applicable to the Distributor under this Agreement as shall be agreed in accordance with Section 1.2 above, are at least as favorable to Distributor as the Contract Terms that the Company has heretofore offered to any person or entity in the Territory with similar volume of purchases or deployment (under the agreed upon Commercial Arrangements) and business potential as Distributor (or anticipated similar volumes of purchases during the initial 12 months of this Agreement). Subject to the foregoing and to the extent permitted under applicable law including anti-trust laws and regulations, if at any time after the Effective Date of this Agreement, the Company contracts with any other person or entity in the Territory which has similar volume of purchases and business potential as Distributor for the Distribution of the Products under this Distribution Agreement and the Commercial Arrangement(s) as applicable to the Distributor with any Contract Terms that are more favorable to such person or entity, the Company will notify Distributor of such more favorable Contract Terms. The Company will entertain the Distributor’s demand that such more favorable Contract Terms be available to Distributor, retroactive to the date of any such contract for the remaining Term of this Agreement, or a shorter period if such favorable terms to such person or entity were temporary or were later revoked. Any such Contract Terms that the Distributor elects to accept shall automatically be included in this Agreement without need for further amendment.