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

Representations and Warranties of the Parties. Each of the Parties hereby represents and warrants to each other Party that on the date hereof: (a) Such Party has the necessary legal capacity or power and authority to enter into this Agreement and to carry out its obligations hereunder. To the extent applicable, such Party is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution of this Agreement, and the consummation of the transactions contemplated herein, have been authorized by all necessary corporate or other action, and no other act or proceeding, corporate or otherwise, on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby. This Agreement has been duly executed by such Party and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing. (b) The execution and delivery by such Party of this Agreement and the performance of its obligations hereunder do not and will not (i) conflict with, or result in the breach of any provision of the constitutive documents of such Party; (ii) result in any violation, breach, conflict, default or event of default (or an event which with notice, lapse of time, or both, would constitute a default or event of default), or give rise to any right of acceleration or termination or any additional payment obligation, under the terms of any material contract, agreement or permit to which such Party is a party or by which such Party’s assets or operations are bound or affected; or (iii) violate, in any material respect, any law applicable to such Party, the Company or any of its Subsidiaries. (c) Other than any consents that have already been obtained, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Party in connection with (i) the execution, delivery or performance of this Agreement or (ii) the consummation of any of the transactions currently contemplated herein, excluding, for the avoidance of doubt, any transactions contemplated herein solely as a result of one or more amendments to this Agreement following the date hereof. (d) If such Party is a Stockholder, such Party understands that Company Shares cannot be sold or otherwise disposed of unless they are registered under the Securities Act and applicable U.S. state securities laws or unless an exemption from such registration is available, and that registration of Company Shares is subject to the terms and conditions set forth in the Registration Rights Agreement, and that accordingly such Stockholder is able and is prepared to bear the economic risk of making an investment in the Company and to suffer a complete loss of investment.

Representations and Warranties of the Parties. Each of The Manager and the Parties Sub-Manager each hereby represents and warrants to each to, and agrees with, the other Party that on the date hereofas follows: (aA) Such Party is duly formed and validly existing under the laws of the jurisdiction of its organization; (B) Such Party has the necessary legal capacity or full power and authority to enter into this Agreement and to carry out conduct its obligations hereunder. To business to the extent applicable, such Party is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution of contemplated in this Agreement, and the consummation of the transactions contemplated herein, have been authorized by all necessary corporate or other action, and no other act or proceeding, corporate or otherwise, on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby. ; (C) This Agreement has been duly authorized, executed and delivered by such Party and constitutes its legal, the valid and legally binding obligationagreement of such Party, enforceable against it in accordance with its termsterms against such Party, subject to the effects of except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and by general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing.principles; (bD) The execution and delivery of this Agreement by such Party of this Agreement and the performance of its duties and obligations hereunder do not and will not (i) conflict with, or result in the a breach of any provision of the constitutive documents of such Party; (ii) result in any violationterms, breach, conflict, default conditions or event of default (or an event which with notice, lapse of timeprovisions of, or both, would constitute a default under, any indenture, mortgage, deed of trust, credit agreement, note or event other evidence of default)indebtedness, or give rise to any right of acceleration lease or termination other agreement, or any additional payment obligationlicense, under the terms of any material contractpermit, agreement franchise or permit certificate to which such Party is a party or by which it is bound or to which its properties are subject or require any authorization or approval under or pursuant to any of the foregoing, or violate any statute, regulation, law, order, writ, injunction, judgment or decree to which such Party is subject; (E) Such Party is not aware of any facts pertaining to such Party or its Affiliates that would cause such Party, or any of such Party’s assets Affiliates, to be unable to discharge timely the obligations of such Party or operations are bound its Affiliates under this Agreement or affected; or the obligations of TRS under any agreement to which any of them is a party; (iiiF) violate, in any material respect, any law applicable to To the knowledge of such Party, the Company or any of its Subsidiaries. (c) Other than any consents that have already been obtained, no consent, waiverapproval or authorization of, approvalor filing, authorizationregistration or qualification with, exemption, registration, license any court or declaration governmental authority on the part of such Party is required to be made or obtained for the execution and delivery of this Agreement by such Party and the performance of its obligations and duties hereunder and such execution, delivery and performance shall not violate any other agreement to which such Party is bound; (G) Except as specifically provided in this Agreement, such Party is not relying upon the other Party, TRS or their respective Affiliates or advisors, in connection with (i) the execution, delivery or performance of this Agreement or (ii) the consummation of any of the transactions currently contemplated hereinmatters referred to in this Agreement, excludingincluding any projections, for information, due diligence, representations or warranties (express or implied, oral or written), statements or other matters concerning TRS, the avoidance other Party, or otherwise, and each Party hereby confirms that it has conducted an independent investigation of doubtthe facts regarding the same (or has chosen not to do so at such Party’s peril); (H) The Party is not acting as the representative or agent or in any other capacity, any transactions contemplated herein solely fiduciary or otherwise, on behalf of another person or entity in connection with TRS or the other matters referred to in this Agreement; (I) Such Party is aware that compensation and reimbursements may be payable to Affiliates of the Parties by TRS, as a result of one or more amendments to addressed in this Agreement following and the date hereof.Management Agreement; (dJ) If such Party is a Stockholder, such Such Party understands that Company Shares cannot be sold or otherwise disposed the other Party is relying on the accuracy of unless they are registered under the Securities Act and applicable U.S. state securities laws or unless an exemption from such registration is available, and that registration of Company Shares is subject to the terms and conditions representations set forth in this Article VII in entering into this Agreement; (K) Such Party has not granted to any third party rights that would be inconsistent with the Registration Rights rights granted to the other Party by this Agreement; (L) Such Party has all requisite licenses to do and perform all acts and receive all fees as contemplated by this Agreement; and (M) None of its principals has been convicted of any felony, and that accordingly or convicted of any misdemeanor involving moral turpitude (including fraud), or entered a plea of nolo contendere in connection with any felony or any such Stockholder is able and is prepared to bear the economic risk of making an investment in the Company and to suffer a complete loss of investmentmisdemeanor.

Representations and Warranties of the Parties. Each of the Parties hereby represents and warrants to each other Party that on the date hereof: (a) Such Party has the necessary legal capacity or power and authority to enter into this Agreement and to carry out its obligations hereunder. To the extent applicable, such Party is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution of this Agreement, and the consummation of the transactions contemplated herein, have been authorized by all necessary corporate or other action, and no other act or proceeding, corporate or otherwise, on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby. This Agreement has been duly executed by such Party and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at lawLaw) and any implied covenant of good faith and fair dealing. (b) The execution and delivery by such Party of this Agreement and the performance of its obligations hereunder do not and will not (i) conflict with, or result in the breach of any provision of the constitutive documents of such Party; (ii) result in any violation, breach, conflict, default or event of default (or an event which with notice, lapse of time, or both, would constitute a default or event of default), or give rise to any right of acceleration or termination or any additional payment obligation, under the terms of any material contract, agreement or permit to which such Party is a party or by which such Party’s assets or operations are bound or affected; or (iii) violate, in any material respect, any law Law applicable to such Party, the Company or any of its Subsidiaries. (c) Other than any consents that have already been obtained, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Party in connection with (i) the execution, delivery or performance of this Agreement or (ii) the consummation of any of the transactions currently contemplated herein, excluding, for the avoidance of doubt, any transactions contemplated herein solely as a result of one or more amendments to this Agreement following the date hereof. (d) If such Party is a Stockholder, such Party understands that Company Shares cannot be sold or otherwise disposed of unless they are registered under the Securities Act and applicable U.S. state securities laws or unless an exemption from such registration is available, and that registration of Company Shares is subject to the terms and conditions set forth in the Registration Rights Agreement, and that accordingly such Stockholder is able and is prepared to bear the economic risk of making an investment in the Company and to suffer a complete loss of investment.

Representations and Warranties of the Parties. Each of the Parties hereby represents and warrants to each of the other Party that on the date hereofParties as follows: (a) Such Party Party, to the extent applicable, is duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has the necessary legal capacity or all requisite power and authority to enter into conduct its business as it is now being conducted and is proposed to be conducted. (b) Such Party has the full power, authority and legal right to execute, deliver and perform this Agreement Investor Rights Agreement. The execution, delivery and to carry out its obligations hereunder. To the extent applicable, such Party is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution performance of this Agreement, and the consummation of the transactions contemplated herein, Investor Rights Agreement have been duly authorized by all necessary corporate or other action, and no other act or proceeding, corporate or otherwise, on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated herebysuch Party. This Investor Rights Agreement has been duly executed and delivered by such Party and constitutes its its, his or her legal, valid and binding obligation, enforceable against it it, him or her in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing. (bc) The execution and delivery by such Party of this Agreement and Investor Rights Agreement, the performance by such Party of its its, his or her obligations hereunder do by such Party does not and will not violate (i) conflict with, or result in the breach case of Parties who are not individuals, any provision of the constitutive documents its by-laws, charter, articles of such Party; association, partnership agreement or other similar organizational document, (ii) result in any violation, breach, conflict, default or event of default (or an event which with notice, lapse of time, or both, would constitute a default or event of default), or give rise to any right of acceleration or termination or any additional payment obligation, under the terms provision of any material contract, agreement or permit to which such Party it, he or she is a party Party or by which such Party’s assets it, he or operations are she is bound or affected; or (iii) violateany law, in any material respectrule, any law applicable regulation, judgment, order or decree to such Partywhich it, the Company he or any of its Subsidiaries. (c) Other than any consents that have already been obtained, no consent, waiver, approval, authorization, exemption, registration, license or declaration she is required to be made or obtained by such Party in connection with (i) the execution, delivery or performance of this Agreement or (ii) the consummation of any of the transactions currently contemplated herein, excluding, for the avoidance of doubt, any transactions contemplated herein solely as a result of one or more amendments to this Agreement following the date hereofsubject. (d) If 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 Investor Rights Agreement or to perform its, his or her obligations hereunder. (e) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Party is a Stockholderto enter into this Investor Rights Agreement or to perform its, such Party understands that Company Shares cannot be sold his or otherwise disposed of unless they are registered under the Securities Act and applicable U.S. state securities laws or unless an exemption from such registration is available, and that registration of Company Shares is subject to the terms and conditions set forth in the Registration Rights Agreement, and that accordingly such Stockholder is able and is prepared to bear the economic risk of making an investment in the Company and to suffer a complete loss of investmenther obligations hereunder.

Representations and Warranties of the Parties. Each of the Parties parties hereto hereby represents and warrants to each of the other Party that parties on the date hereof (and in respect of Persons who become a party to this Agreement after the date hereof, such party hereby represents and warrants to each of the other parties on the date of its execution of this Agreement) as follows: (a) Such Party party, to the extent applicable, is duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has the necessary legal capacity or all requisite power and authority to enter into conduct its business as it is now being conducted and is proposed to be conducted. (b) Such party has the full power, authority and legal right to execute, deliver and perform this Agreement and to carry out its obligations hereunderconsummate the transactions contemplated herein. To the extent applicableThe execution, such Party is duly organized delivery and validly existing under the laws of its jurisdiction of organization, and the execution performance of this Agreement, Agreement and the consummation of the transactions contemplated herein, herein have been duly authorized by all necessary corporate or other action, and no other act or proceeding, corporate or otherwise, on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated herebysuch party. This Agreement has been duly executed and delivered by such Party party and constitutes its its, his or her legal, valid and binding obligation, enforceable against it it, him or her in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing. (bc) The execution and delivery by such Party party of this Agreement Agreement, the performance by such party of its, his or her obligations hereunder and the performance consummation of its obligations hereunder do the transactions contemplated herein by such party does not and will not violate (iA) conflict with, or result in the breach case of parties who are not individuals, any provision of the constitutive documents its by-laws, charter, articles of such Party; association, partnership agreement or other similar document, (iiB) result in any violation, breach, conflict, default or event of default (or an event which with notice, lapse of time, or both, would constitute a default or event of default), or give rise to any right of acceleration or termination or any additional payment obligation, under the terms provision of any material contract, agreement or permit to which such Party it, he or she is a party or by which such Party’s assets it, he or operations are she is bound or affected; (C) any law, rule, regulation, judgment, order or (iii) violatedecree to which it, in any material respect, any law applicable to such Party, the Company he or any of its Subsidiariesshe is subject. (cd) Other than any consents that have already been obtained, no No consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Party party in connection with (i) the execution, delivery or performance enforceability of this Agreement or (ii) the consummation of any of the transactions currently contemplated herein, excluding, for the avoidance of doubt, any transactions contemplated herein solely as a result of one or more amendments to this Agreement following the date hereof. (de) If 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 party’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is a Stockholderno pending legal action, suit or proceeding that would materially and adversely affect the ability of such Party understands that Company Shares cannot be sold party to enter into this Agreement or otherwise disposed of unless they are registered under the Securities Act and applicable U.S. state securities laws to perform its, his or unless an exemption from such registration is available, and that registration of Company Shares is subject to the terms and conditions set forth in the Registration Rights Agreement, and that accordingly such Stockholder is able and is prepared to bear the economic risk of making an investment in the Company and to suffer a complete loss of investmenther obligations hereunder.

Representations and Warranties of the Parties. Each NeoPharm and PNU each represent and warrant to the other, as of the Parties hereby represents and warrants to each other Party that on the date hereofLicense Effective Date, as follows: (a) Such Party has the necessary legal capacity or power and authority to enter into this Agreement and to carry out its obligations hereunder. To the extent applicableIt is a corporation, such Party is duly organized and organized, validly existing and in good standing under the laws of its the jurisdiction of organizationits incorporation and has all requisite power and authority, corporate or otherwise, to conduct its business as now being conducted, to own, lease and operate its properties and to execute, deliver and perform this Agreement. (b) Neither it, nor any of its employees or consultants who shall be undertaking any activities related to this Agreement or the execution 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, if necessary, or pursuant to Section 19.17, 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) The execution, delivery, consummation and the consummation performance by it of this Agreement and the transactions contemplated herein, hereby have been duly authorized by all necessary corporate action and will not (a) require any consent or approval of its stockholders, (b) violate any Applicable Laws or (c) result in a breach of or constitute a default under any material agreement, mortgage, lease, license, permit or other action, and no other act instrument or proceeding, corporate obligation to which it is a party or otherwise, on by which it or its part is necessary to authorize the execution of this Agreement properties may be bound or the consummation of any of the transactions contemplated hereby. affected. (e) This Agreement has been duly executed by such Party and constitutes its is a legal, valid and binding obligationobligation of it, enforceable against it in accordance with its termsterms and conditions, subject to the effects of except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganizationreorganization or similar laws, moratorium and other similar laws relating from time to or time in effect, affecting creditors’ creditor's rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing. (bf) The execution and delivery by such Party of this Agreement and the performance of its obligations hereunder do It is not and will not (i) conflict withunder any obligation to any Third Party, contractual or result in the breach of any provision of the constitutive documents of such Party; (ii) result otherwise, that is conflicting or inconsistent in any violation, breach, conflict, default or event of default (or an event which respect with notice, lapse of time, or both, would constitute a default or event of default), or give rise to any right of acceleration or termination or any additional payment obligation, under the terms of any material contract, agreement or permit to which such Party is a party or by which such Party’s assets or operations are bound or affected; or (iii) violate, in any material respect, any law applicable to such Party, the Company or any of its Subsidiaries. (c) Other than any consents that have already been obtained, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Party in connection with (i) the execution, delivery or performance of this Agreement or (ii) that would impede the consummation diligent and complete fulfillment of any of the transactions currently contemplated herein, excluding, for the avoidance of doubt, any transactions contemplated herein solely as a result of one or more amendments to this Agreement following the date hereofits obligations. (d) If such Party is a Stockholder, such Party understands that Company Shares cannot be sold or otherwise disposed of unless they are registered under the Securities Act and applicable U.S. state securities laws or unless an exemption from such registration is available, and that registration of Company Shares is subject to the terms and conditions set forth in the Registration Rights Agreement, and that accordingly such Stockholder is able and is prepared to bear the economic risk of making an investment in the Company and to suffer a complete loss of investment.

Representations and Warranties of the Parties. Each of the The Global Parties hereby represent and warrant to Renova, and Renova hereby represents and warrants to each other Party that on the date hereofGlobal Parties that: (a) a. Such Party has the necessary legal capacity or power and authority to enter into this Agreement and to carry out its obligations hereunder. To the extent applicable, such Party is duly organized and validly existing and in good standing under the laws of its the jurisdiction of organization, its organization and the execution of this Agreement, and the consummation of the transactions contemplated herein, have been authorized by has all necessary requisite corporate or other action, similar power and no other act or proceeding, authority and has taken all corporate or otherwisesimilar action necessary in order to authorize, on execute, deliver and perform its part is necessary to authorize the execution of obligations under this Agreement or the consummation of any of the transactions contemplated hereby. Settlement Agreement. b. This Settlement Agreement has been duly authorized, executed and delivered by such Party and, assuming the due authorization, execution and delivery of this Settlement Agreement by the other Parties, constitutes its a legal, valid and binding obligationobligation of such Party, enforceable against it such Party in accordance with its terms, subject to the effects of except as enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other reorganization or similar laws relating to or affecting creditors’ rights generallygenerally and by general principles of equity. c. The execution, general equitable principles delivery and performance of this Settlement Agreement by such Party does not and will not constitute or result in (whether considered i) a breach or violation of, or a default under, the certificate of incorporation or bylaws or comparable governing documents of such Party, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default or loss of a benefit pursuant to any contractual obligation to which such Party or any of its subsidiaries is a party or (iii) a violation of any provision of law applicable to such Party or any of its properties or assets, except, in a proceeding in equity or at lawthe case of clauses (ii) and any implied covenant (iii) above, as, individually or in the aggregate, would not reasonably be expected to prevent, impair, impede, delay or frustrate the ability of good faith and fair dealingsuch Party to perform its obligations hereunder on a timely basis. d. Other than filings under the Securities Exchange Act of 1934 or as set forth in this Settlement Agreement, no action by (bincluding any authorization, notice, consent or approval) The execution or in respect of, and no filing with, any Governmental Entity is required for, or in connection with , the valid and lawful authorization, execution, delivery and performance by such Party of this Agreement and the performance of its obligations hereunder do not and will not (i) conflict with, or result in the breach of any provision of the constitutive documents of such Party; (ii) result in any violation, breach, conflict, default or event of default (or an event which with notice, lapse of time, or both, would constitute a default or event of default), or give rise to any right of acceleration or termination or any additional payment obligation, under the terms of any material contract, agreement or permit to which such Party is a party or by which such Party’s assets or operations are bound or affected; or (iii) violate, in any material respect, any law applicable to such Party, the Company or any of its SubsidiariesSettlement Agreement. (c) Other than any consents that have already been obtained, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Party in connection with (i) the execution, delivery or performance of this Agreement or (ii) the consummation of any of the transactions currently contemplated herein, excluding, for the avoidance of doubt, any transactions contemplated herein solely as a result of one or more amendments to this Agreement following the date hereof. (d) If such Party is a Stockholder, such Party understands that Company Shares cannot be sold or otherwise disposed of unless they are registered under the Securities Act and applicable U.S. state securities laws or unless an exemption from such registration is available, and that registration of Company Shares is subject to the terms and conditions set forth in the Registration Rights Agreement, and that accordingly such Stockholder is able and is prepared to bear the economic risk of making an investment in the Company and to suffer a complete loss of investment.

Representations and Warranties of the Parties. Each of the Parties hereby Party represents and warrants warrants, severally and not jointly, to each other Party that on as of the date hereofof this Agreement: (a) Such 2.1.1 such Party has the necessary legal capacity or full power and authority to enter into into, execute and deliver this Agreement and to carry out its obligations hereunder. To perform the extent applicabletransactions contemplated hereby and, if such Party is not a natural Person, such Party is duly incorporated or organized and validly existing and in good standing under the laws of its the jurisdiction of its incorporation or organization, and ; 2.1.2 the execution of this Agreement, and the consummation of the transactions contemplated herein, have been authorized by all necessary corporate or other action, and no other act or proceeding, corporate or otherwise, on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby. This Agreement has been duly executed by such Party and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing. (b) The execution and delivery by such Party of this Agreement and the performance by such Party of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action of such Party; 2.1.3 assuming the due authorization, execution and delivery hereof by each of the other Parties, this Agreement constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its obligations hereunder do not terms, except as such enforceability may be limited by applicable Bankruptcy Laws affecting creditors' rights generally; 2.1.4 the execution, delivery and performance of this Agreement by such Party and the consummation of the transactions contemplated hereby will not (i) conflict with, or result in the breach of violate any provision of the constitutive organizational or governance documents of such Party; (ii) result in require such Party to obtain any violationconsent, breach, conflict, default approval or event of default (or an event which with notice, lapse of timeaction of, or both, would constitute a default or event of default), make any filing with or give rise any notice to, any Government Authority in such Party's country of organization or any other Person pursuant to any right of acceleration instrument, contract or termination or any additional payment obligation, under the terms of any material contract, other agreement or permit to which such Party is a party or by which such Party is bound, other than any such consent, approval, action or filing that has already been duly obtained or made; (iii) conflict with or result in any material breach or violation of any of the terms and conditions of, or constitute (or with notice or lapse of time or both would constitute) a default under any instrument, contract or other agreement to which such Party is a party or by which such Party is bound; (iv) violate any Order against, or binding upon, such Party or upon its respective securities, properties or businesses; or (v) violate any Law of such Party’s 's country of organization or any other country in which it maintains its principal office; and 2.1.5 such Party, such Party's assets or operations and such Party's business and record keeping practices are bound or affected; not in violation of any Law, the violation of which would, at any time (including after the Closing) have a material adverse effect upon (i) such Party, (ii) such Party's ability to perform its obligations hereunder or (iii) violate, in any material respect, any law applicable to such Party, the Company or any of its Subsidiaries. (c) Other than any consents that have already been obtained, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Party in connection with (i) the execution, delivery or performance of this Agreement or (ii) the consummation of any of the transactions currently contemplated herein, excluding, for the avoidance of doubt, any transactions contemplated herein solely as a result of one or more amendments to this Agreement following the date hereofother Party's hereto. (d) If such Party is a Stockholder, such Party understands that Company Shares cannot be sold or otherwise disposed of unless they are registered under the Securities Act and applicable U.S. state securities laws or unless an exemption from such registration is available, and that registration of Company Shares is subject to the terms and conditions set forth in the Registration Rights Agreement, and that accordingly such Stockholder is able and is prepared to bear the economic risk of making an investment in the Company and to suffer a complete loss of investment.

Representations and Warranties of the Parties. (a) Each of the Parties hereby represents and warrants to each of the other Party that on the date hereofParties as follows: (ai) Such Party, to the extent applicable, is duly organized, formed or incorporated, validly existing and in good standing under the Laws of the jurisdiction of its organization, formation or incorporation and has all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conducted. (ii) Such Party has the necessary full power, authority and legal capacity or power right to execute, deliver and authority to enter into perform this Agreement Stockholders Agreement. The execution, delivery and to carry out its obligations hereunder. To the extent applicable, such Party is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution performance of this Agreement, and the consummation of the transactions contemplated herein, Stockholders Agreement have been duly authorized by all necessary corporate or other action, and no other act or proceeding, corporate or otherwise, on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated herebysuch Party. This Stockholders Agreement has been duly executed and delivered by such Party and constitutes its its, his or her legal, valid and binding obligation, enforceable against it it, him or her in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar laws relating to or Laws affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing. (biii) The execution and delivery by such Party of this Agreement and Stockholders Agreement, the performance by such Party of its its, his or her obligations hereunder do by such Party does not and will not violate (ia) conflict with, or result in the breach case of Parties who are not individuals, any provision of the constitutive documents its by-laws, charter, articles of such Party; association, partnership agreement or other similar organizational document, (iib) result in any violation, breach, conflict, default or event of default (or an event which with notice, lapse of time, or both, would constitute a default or event of default), or give rise to any right of acceleration or termination or any additional payment obligation, under the terms provision of any material contract, agreement or permit to which such Party it, he or she is a party Party or by which it, he or she is bound or (c) any law, rule, regulation, judgment, order or decree to which it, he or she is subject. (iv) 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 assets ability to enter into this Stockholders Agreement or operations are bound to perform its, his or affected; or (iii) violate, in any material respect, any law applicable to such Party, the Company or any of its Subsidiariesher obligations hereunder. (cv) Other than any consents There is no pending legal action, suit or proceeding that have already been obtained, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by would materially and adversely affect the ability of such Party in connection with (i) the execution, delivery or performance of to enter into this Stockholders Agreement or (ii) the consummation of any of the transactions currently contemplated hereinto perform its, excluding, for the avoidance of doubt, any transactions contemplated herein solely as a result of one his or more amendments to this Agreement following the date hereofher obligations hereunder. (d) If such Party is a Stockholder, such Party understands that Company Shares cannot be sold or otherwise disposed of unless they are registered under the Securities Act and applicable U.S. state securities laws or unless an exemption from such registration is available, and that registration of Company Shares is subject to the terms and conditions set forth in the Registration Rights Agreement, and that accordingly such Stockholder is able and is prepared to bear the economic risk of making an investment in the Company and to suffer a complete loss of investment.

Representations and Warranties of the Parties. Each of the Parties parties hereto hereby represents and warrants to each of the other Party that parties on the date hereofhereof and as of each Closing Date as follows: (a) Such Party party is duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has the necessary legal capacity or all requisite power and authority to enter into this Agreement conduct its business as it is now being conducted and is proposed to carry out its obligations hereunder. To the extent applicable, such Party is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution of this Agreement, and the consummation of the transactions contemplated herein, have been authorized by all necessary corporate or other action, and no other act or proceeding, corporate or otherwise, on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby. This Agreement has been duly executed by such Party and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealingbe conducted. (b) The execution and delivery by such Party party of this Agreement and Agreement, the performance by such party of its obligations hereunder do and the consummation of the transactions contemplated herein by such party does not and will not violate (i) conflict with, or result in the breach of any provision of the constitutive documents its by-laws, charter, articles of such Party; association, partnership agreement or other similar governing or organizational document, (ii) result in any violation, breach, conflict, default or event of default (or an event which with notice, lapse of time, or both, would constitute a default or event of default), or give rise to any right of acceleration or termination or any additional payment obligation, under the terms provision of any material contract, agreement or permit to which such Party it is a party or by which such Party’s assets or operations are bound or affected; it is bound, including, for the avoidance of doubt, the Registration Rights Agreement, or (iii) violateany law, in any material respectrule, any law applicable regulation, judgment, order or decree to such Party, the Company or any of its Subsidiarieswhich it is subject. (c) Other than any consents that have already been obtained, no No consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Party party in connection with (i) the execution, delivery or performance enforceability of this Agreement or (ii) the consummation of any of the transactions currently contemplated herein, excluding, for the avoidance of doubt, any transactions contemplated herein solely as a result of one or more amendments to this Agreement following the date hereof. (d) If 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 party’s ability to enter into this Agreement or to perform its obligations hereunder. (e) There is a Stockholderno pending legal action, suit or proceeding that would materially and adversely affect the ability of such Party understands that Company Shares cannot be sold party to enter into this Agreement or otherwise disposed of unless they are registered under the Securities Act and applicable U.S. state securities laws or unless an exemption from such registration is available, and that registration of Company Shares is subject to the terms and conditions set forth in the Registration Rights Agreement, and that accordingly such Stockholder is able and is prepared to bear the economic risk of making an investment in the Company and to suffer a complete loss of investmentperform its obligations hereunder.

Representations and Warranties of the Parties. Each of the Parties hereby Party represents and warrants warrants, severally and not jointly, to each other Party that on as of the date hereofof this Agreement: (a) Such 2.1.1 such Party has the necessary legal capacity or full power and authority to enter into into, execute and deliver this Agreement and to carry out its obligations hereunder. To perform the extent applicabletransactions contemplated hereby and, if such Party is not a natural Person, such Party is duly incorporated or organized and validly existing and in good standing under the laws of its the jurisdiction of its incorporation or organization, and ; 2.1.2 the execution of this Agreement, and the consummation of the transactions contemplated herein, have been authorized by all necessary corporate or other action, and no other act or proceeding, corporate or otherwise, on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby. This Agreement has been duly executed by such Party and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing. (b) The execution and delivery by such Party of this Agreement and the performance by such Party of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action of such Party; 2.1.3 assuming the due authorization, execution and delivery hereof by each of the other Parties, this Agreement constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its obligations hereunder do not terms, except as such enforceability may be limited by applicable Bankruptcy Laws affecting creditors’ rights generally; 2.1.4 the execution, delivery and performance of this Agreement by such Party and the consummation of the transactions contemplated hereby will not (i) conflict with, or result in the breach of violate any provision of the constitutive organizational or governance documents of such Party; (ii) result in require such Party to obtain any violationconsent, breach, conflict, default approval or event of default (or an event which with notice, lapse of timeaction of, or both, would constitute a default or event of default), make any filing with or give rise any notice to, any Government Authority in such Party’s country of organization or any other Person pursuant to any right of acceleration instrument, contract or termination or any additional payment obligation, under the terms of any material contract, other agreement or permit to which such Party is a party or by which such Party is bound, other than any such consent, approval, action or filing that has already been duly obtained or made; (iii) conflict with or result in any material breach or violation of any of the terms and conditions of, or constitute (or with notice or lapse of time or both would constitute) a default under any instrument, contract or other agreement to which such Party is a party or by which such Party is bound; (iv) violate any Order against, or binding upon, such Party or upon its respective securities, properties or businesses; or (v) violate any Law of such Party’s country of organization or any other country in which it maintains its principal office; and 2.1.5 such Party, such Party’s assets or operations and such Party’s business and record keeping practices are bound or affected; not in violation of any Law, the violation of which would, at any time (including after the Closing) have a material adverse effect upon (i) such Party, (ii) such Party’s ability to perform its obligations hereunder or (iii) violate, in any material respect, any law applicable to such Party, the Company or any of its Subsidiaries. (c) Other than any consents that have already been obtained, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Party in connection with (i) the execution, delivery or performance of this Agreement or (ii) the consummation of any of the transactions currently contemplated herein, excluding, for the avoidance of doubt, any transactions contemplated herein solely as a result of one or more amendments to this Agreement following the date hereofother Party’s hereto. (d) If such Party is a Stockholder, such Party understands that Company Shares cannot be sold or otherwise disposed of unless they are registered under the Securities Act and applicable U.S. state securities laws or unless an exemption from such registration is available, and that registration of Company Shares is subject to the terms and conditions set forth in the Registration Rights Agreement, and that accordingly such Stockholder is able and is prepared to bear the economic risk of making an investment in the Company and to suffer a complete loss of investment.

Representations and Warranties of the Parties. Each of the Parties hereby Party represents and warrants warrants, severally and not jointly, to each the other Party that on Party, as of the date hereof, the Effective Date and the Closing Date, that: (a) Such such Party has the necessary legal capacity or full power and authority to enter into into, execute and deliver this Agreement Contract and to carry out its obligations hereunder. To perform the extent applicable, transactions contemplated hereby and such Party is duly incorporated or organized and validly existing under the laws of its the jurisdiction of its incorporation or organization, and the execution of this Agreement, and the consummation of the transactions contemplated herein, have been authorized by all necessary corporate or other action, and no other act or proceeding, corporate or otherwise, on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby. This Agreement has been duly executed by such Party and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing.; (b) The the execution and delivery by such Party of this Agreement Contract and the performance by such Party of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action of such Party; (c) assuming the due authorization, execution and delivery hereof by the other Party and the satisfaction of the conditions set forth in Section 5.1(b), this Contract constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its obligations hereunder do not terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights in general; and (d) the execution, delivery and performance of this Contract by such Party and the consummation of the transactions contemplated hereby will not (i) conflict with, or result in the breach of violate any provision of the constitutive organizational or governance documents of such Party; (ii) result in require such Party to obtain any violationconsent, breach, conflict, default approval or event of default (or an event which with notice, lapse of timeaction of, or both, would constitute a default or event of default), make any filing with or give rise any notice to, any governmental authority in such Party’s jurisdiction of organization or any other person pursuant to any right of acceleration instrument, contract or termination or any additional payment obligation, under the terms of any material contract, other agreement or permit to which such Party is a party or by which such Party’s assets Party is bound, other than any such consent, approval, action or operations are bound filing that has already been duly obtained or affectedmade; or (iii) violate, conflict with or result in any material respect, any law applicable to such Party, the Company breach or any of its Subsidiaries. (c) Other than any consents that have already been obtained, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Party in connection with (i) the execution, delivery or performance of this Agreement or (ii) the consummation violation of any of the transactions currently contemplated hereinterms and conditions of, excluding, for the avoidance or constitute (or with notice or lapse of doubttime or both constitute) a default under, any transactions contemplated herein solely as a result of one instrument, contract or more amendments other agreement to this Agreement following the date hereof. (d) If which such Party is a Stockholderparty or by which such Party is bound; (iv) violate any order, judgment or decree against, or binding upon, such Party understands that Company Shares cannot be sold or otherwise disposed upon its respective securities, properties or businesses; or (v) violate any law or regulation of unless they are registered under the Securities Act and applicable U.S. state securities laws such Party’s jurisdiction of organization or unless an exemption from such registration is available, and that registration of Company Shares is subject to the terms and conditions set forth any other jurisdiction in the Registration Rights Agreement, and that accordingly such Stockholder is able and is prepared to bear the economic risk of making an investment in the Company and to suffer a complete loss of investmentwhich it maintains its principal office.

Representations and Warranties of the Parties. Each of the Parties hereby represents and warrants as of the Effective Date to each of the other Party that on Parties and the date hereofJoint Venture as follows: (a) Such Party has the necessary legal capacity or requisite power and authority (whether corporate or otherwise) and legal capacity to enter into this Agreement into, and to carry out its obligations hereunder. To the extent applicableunder, such Party is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution of this Agreement, and the consummation of the transactions contemplated herein, have been authorized by all necessary corporate or other action, and no other act or proceeding, corporate or otherwise, on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby. This Agreement has been duly executed by such Party and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing. (b) The execution and delivery by such Party of this Agreement and the performance of its obligations hereunder do not and will not (i) conflict with, or result in the breach of any provision consummation by such Party of the constitutive documents transactions contemplated by this Agreement have been duly authorized before the Effective Date by all necessary action on the part of such Party; (ii) result in any violation, breach, conflict, default or event of default (or an event which with notice, lapse of time, or both, would constitute a default or event of default), or give rise to any right of acceleration or termination or any additional payment obligation, under the terms of any material contract, agreement or permit to which such Party is a party or by which such Party’s assets or operations are bound or affected; or (iii) violate, in any material respect, any law applicable to such Party, the Company or any of its Subsidiaries. (c) Other than any consents that have already This Agreement has been obtained, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained duly executed and delivered by such Party and constitutes a valid and binding obligation enforceable against such Party in connection accordance with its terms. (d) Such Party is not subject to, or obligated under, any provision of (i) the any agreement, arrangement or understanding, (ii) any license, franchise or permit or (iii) any law, regulation, order, judgment or decree that would be breached or violated, or in respect of which a right of termination or acceleration or any encumbrance on any of such Party's assets would be created, by such Party's execution, delivery or and performance of this Agreement or (ii) the consummation of the transactions contemplated by this Agreement, except for such agreements as to which a Party has previously obtained the consent of the other party. (e) No authorization, consent or approval of, waiver or exemption by, or filing or registration with, any public body, court, third party or authority is necessary on such Party's part, which has not previously been obtained by such Party for the consummation of the transactions currently contemplated hereinby this Agreement. (f) No Person has or will have, excluding, for the avoidance of doubt, any transactions contemplated herein solely as a result of one any act or more amendments to this Agreement following the date hereof. (d) If omission by such Party is any right, interest or valid claim against the Joint Venture or any other Party for any commission, fee or other compensation as a Stockholderfinder or broker, such Party understands that Company Shares cannot be sold or otherwise disposed of unless they are registered under in any similar capacity, in connection with the Securities Act and applicable U.S. state securities laws or unless an exemption from such registration is available, and that registration of Company Shares is subject to the terms and conditions set forth in the Registration Rights transactions contemplated by this Agreement, and that accordingly such Stockholder is able and is prepared to bear the economic risk of making an investment in the Company and to suffer a complete loss of investment.

Representations and Warranties of the Parties. Each of Party (the Parties hereby “Representing Party”) represents and warrants to each the other Party that on the date hereof: (a) Such as set forth in this Section 6. Representing Party has the necessary legal capacity or power all requisite rights and authority or the capacity to enter into execute, deliver and perform its obligations under this Agreement. The execution and delivery of this Agreement and to carry out its obligations hereunder. To the extent applicable, such Party is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution of this Agreement, and the consummation of the transactions contemplated herein, hereby have been duly and validly authorized by all necessary corporate or other actionsuch Representing Party, and no other act or proceeding, corporate or otherwise, on its part is proceedings are necessary to authorize the execution execution, delivery and performance of this Agreement or the consummation of any of the transactions contemplated herebyhereby or thereby on the part of such Representing Party. This Agreement has been duly executed by such Party The execution, delivery and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing. (b) The execution and delivery by such Party performance of this Agreement and the performance of its obligations hereunder do not and will not (ia) violate, conflict with, or result in the breach of any provision of the constitutive documents of such Party; (ii) result in any violation, breach, conflictacceleration, default or event of default (or an event which with notice, lapse of timetermination of, or bothotherwise give any other contracting party the right to terminate, would constitute a default accelerate, modify or event cancel any of default)the terms, provisions, or give rise to any right of acceleration or termination or any additional payment obligation, under the terms conditions of any material contract, agreement or permit instrument to which such Representing Party is a party or by which such Representing Party’s assets or operations are may be bound or affected; or (iiib) violate, in constitute a violation of any material respectapplicable law, rule or regulation, or of any law judgment, order, injunctive award or decree of any governmental authority applicable to such PartyRepresenting Party or (c) conflict with, result in the Company breach or termination of any provision of, or constitute a default under (in each case whether with or without the giving of notice or the lapse of time, or both) any order, judgment, arbitration award, or decree to which such Representing Party is a party or by which it or any of its Subsidiaries. (c) Other than any consents that have already been obtained, no consent, waiver, assets or properties are bound. No approval, authorizationauthority, exemption, registration, license or declaration is required to be made consent of or obtained filing by such Representing Party in connection with (i) with, or notification to, any governmental authority, is necessary to authorize the execution, execution and delivery or performance of this Agreement or (ii) the consummation of any the transactions contemplated herein. This Agreement has been duly executed and delivered by such Representing Party and, assuming that this Agreement constitutes the legal, valid and binding obligation of the transactions currently contemplated hereinother Party, excludingconstitutes the legal, for the avoidance of doubt, any transactions contemplated herein solely as a result of one or more amendments to this Agreement following the date hereof. (d) If such Party is a Stockholder, such Party understands that Company Shares cannot be sold or otherwise disposed of unless they are registered under the Securities Act and applicable U.S. state securities laws or unless an exemption from such registration is availablevalid, and that registration binding obligation of Company Shares is subject such Representing Party, enforceable against such Representing Party in accordance with its terms, except to the terms extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and conditions set forth in the Registration Rights Agreement, and that accordingly such Stockholder is able and is prepared to bear the economic risk other similar laws of making an investment in the Company and to suffer a complete loss general application affecting enforcement of investmentcreditors’ rights generally.

Representations and Warranties of the Parties. Each of the Parties parties hereto hereby represents and warrants to each of the other Party that parties on the date hereofhereof and as of each Closing Date as follows: (a) a. Such Party party is duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has the necessary legal capacity or all requisite power and authority to enter into this Agreement conduct its business as it is now being conducted and is proposed to carry out its obligations hereunder. To the extent applicable, be conducted. b. The execution and delivery by such Party is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution party of this Agreement, the performance by such party of its obligations hereunder and the consummation of the transactions contemplated herein, have been authorized by all necessary corporate or other action, and no other act or proceeding, corporate or otherwise, on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby. This Agreement has been duly executed herein by such Party and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing. (b) The execution and delivery by such Party of this Agreement and the performance of its obligations hereunder do party does not and will not violate (i) conflict with, or result in the breach of any provision of the constitutive documents its by-laws, charter, articles of such Party; association, partnership agreement or other similar governing or organizational document, (ii) result in any violation, breach, conflict, default or event of default (or an event which with notice, lapse of time, or both, would constitute a default or event of default), or give rise to any right of acceleration or termination or any additional payment obligation, under the terms provision of any material contract, agreement or permit to which such Party it is a party or by which such Party’s assets or operations are bound or affected; it is bound, including, for the avoidance of doubt, the Registration Rights Agreement, or (iii) violateany law, in any material respectrule, any law applicable regulation, judgment, order or decree to such Party, the Company or any of its Subsidiarieswhich it is subject. (c) Other than any consents that have already been obtained, no c. No consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Party party in connection with (i) the execution, delivery or performance enforceability of this Agreement or (ii) the consummation of any of the transactions currently contemplated herein. d. Such party is not currently in violation of any law, excludingrule, for the avoidance of doubtregulation, judgment, order or decree, which violation could reasonably be expected at any transactions contemplated herein solely as time to have a result of one or more amendments material adverse effect upon such party’s ability to enter into this Agreement following the date hereofor to perform its obligations hereunder. (d) If e. There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Party is a Stockholder, such Party understands that Company Shares cannot be sold party to enter into this Agreement or otherwise disposed of unless they are registered under the Securities Act and applicable U.S. state securities laws or unless an exemption from such registration is available, and that registration of Company Shares is subject to the terms and conditions set forth in the Registration Rights Agreement, and that accordingly such Stockholder is able and is prepared to bear the economic risk of making an investment in the Company and to suffer a complete loss of investmentperform its obligations hereunder.

Representations and Warranties of the Parties. Each of The Manager and the Parties Sub- Manager each hereby represents and warrants to each to, and agrees with, the other Party that on the date hereofas follows: (aA) Such Party is duly formed and validly existing under the laws of the jurisdiction of its organization; (B) Such Party has the necessary legal capacity or full power and authority to enter into this Agreement and to carry out conduct its obligations hereunder. To business to the extent applicable, such Party is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution of contemplated in this Agreement, and the consummation of the transactions contemplated herein, have been authorized by all necessary corporate or other action, and no other act or proceeding, corporate or otherwise, on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby. ; (C) This Agreement has been duly authorized, executed and delivered by such Party and constitutes its legal, the valid and legally binding obligationagreement of such Party, enforceable against it in accordance with its termsterms against such Party, subject to the effects of except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and by general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealingprinciples. (bD) The execution and delivery of this Agreement by such Party of this Agreement and the performance of its duties and obligations hereunder do not and will not (i) conflict with, or result in the a breach of any provision of the constitutive documents of such Party; (ii) result in any violationterms, breach, conflict, default conditions or event of default (or an event which with notice, lapse of timeprovisions of, or both, would constitute a default under, any indenture, mortgage, deed of trust, credit agreement, note or event other evidence of default)indebtedness, or give rise to any right of acceleration lease or termination other agreement, or any additional payment obligationlicense, under the terms of any material contractpermit, agreement franchise or permit certificate to which such Party is a party or by which it is bound or to which its properties are subject or require any authorization or approval under or pursuant to any of the foregoing, or violate any statute, regulation, law, order, writ, injunction, judgment or decree to which such Party is subject; (E) Such Party is not aware of any facts pertaining to such Party or its Affiliates that would cause such Party, or any of such Party’s assets Affiliates, to be unable to discharge timely the obligations of such Party or operations are bound its Affiliates under this Agreement or affected; or the obligations of TRS under any agreement to which any of them is a party; (iiiF) violate, in any material respect, any law applicable to To the knowledge of such Party, the Company or any of its Subsidiaries. (c) Other than any consents that have already been obtained, no consent, waiverapproval or authorization of, approvalor filing, authorizationregistration or qualification with, exemption, registration, license any court or declaration governmental authority on the part of such Party is required to be made or obtained for the execution and delivery of this Agreement by such Party and the performance of its obligations and duties hereunder and such execution, delivery and performance shall not violate any other agreement to which such Party is bound; (G) Except as specifically provided in this Agreement, such Party is not relying upon the other Party, TRS or their respective Affiliates or advisors, in connection with (i) the execution, delivery or performance of this Agreement or (ii) the consummation of any of the transactions currently contemplated hereinmatters referred to in this Agreement, excludingincluding any projections, for information, due diligence, representations or warranties (express or implied, oral or written), statements or other matters concerning TRS, the avoidance other Party, or otherwise, and each Party hereby confirms that it has conducted an independent investigation of doubtthe facts regarding the same (or has chosen not to do so at such Party’s peril); (H) The Party is not acting as the representative or agent or in any other capacity, any transactions contemplated herein solely fiduciary or otherwise, on behalf of another Person in connection with TRS or the other matters referred to in this Agreement; (I) Such Party is aware that compensation and reimbursements may be payable to Affiliates of the Parties by TRS, as a result of one or more amendments to addressed in this Agreement following and the date hereof.Management Agreement and the Dealer Manager Agreement; (dJ) If such Party is a Stockholder, such Such Party understands that Company Shares cannot be sold or otherwise disposed the other Party is relying on the accuracy of unless they are registered under the Securities Act and applicable U.S. state securities laws or unless an exemption from such registration is available, and that registration of Company Shares is subject to the terms and conditions representations set forth in this Article VII in entering into this Agreement; (K) Such Party has not granted to any third party rights that would be inconsistent with the Registration Rights rights granted to the other Party by this Agreement; (L) Such Party has all requisite licenses to do and perform all acts and receive all fees as contemplated by this Agreement and the Advisory Agreement; and (M) None of its principals has been convicted of any felony, and that accordingly or convicted of any misdemeanor involving moral turpitude (including fraud), or entered a plea of nolo contendere in connection with any felony or any such Stockholder is able and is prepared to bear the economic risk of making an investment in the Company and to suffer a complete loss of investmentmisdemeanor.

Representations and Warranties of the Parties. Each of the Parties hereby Party represents and warrants to each the other Party that on as of the date hereofEffective Date: (a) Such Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the necessary legal capacity or full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. To the extent applicable, such provisions hereof; (b) Such Party is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution of this Agreement, and the consummation of the transactions contemplated herein, have been authorized by has taken all necessary corporate or other action, and no other act or proceeding, corporate or otherwise, on its part is action necessary to authorize the execution and delivery of this Agreement or and the consummation performance of any of the transactions contemplated hereby. its obligations under this Agreement and has full power and authority to enter into this Agreement and perform its obligations under this Agreement; (c) This Agreement has been duly executed by such Party and constitutes its legal, a valid and legally binding obligationobligation of such Party, enforceable against it in accordance with its terms, * * * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. subject to the effects of and limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, and other similar laws relating generally applicable to or affecting creditors’ rights generally, general rights; and (ii) judicial discretion in the availability of equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing.relief; (bd) The With the exception of required Regulatory Approvals, such Party has obtained, or is not required to obtain, the consent, approval, order, or authorization of any Third Party, or has completed, or is not required to complete, any registration, qualification, designation, declaration or filing with, any Governmental Entity, in connection with the execution and delivery by such Party of this Agreement and the performance by such Party of its obligations hereunder do under this Agreement, including any grant of rights to the other Party pursuant to this Agreement; (e) The execution and delivery of this Agreement, and the performance by such Party of its obligations under this Agreement, including the grant of rights to the other Party pursuant to this Agreement, does not and will not not: (i) conflict with, or result in the breach of any provision of the constitutive documents of such Party; (ii) nor result in any violationviolation of or default under any instrument, breachjudgment, conflictorder, default writ, decree, contract or event of default (or an event which with notice, lapse of time, or both, would constitute a default or event of default), or give rise to any right of acceleration or termination or any additional payment obligation, under the terms of any material contract, agreement or permit provision to which such Party is a party otherwise bound; (ii) give rise to any lien, charge or by which 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’s , its business or operations or any of its assets or operations are bound or affectedproperties; or (iii) violate, in conflict with any material respect, any law applicable to such Party, the Company or any of its Subsidiaries. (c) Other than any consents that have already been obtained, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained rights granted by such Party to any Third Party or breach any obligation that such Party has to any Third Party; (f) Each Party has and will continue to have written contracts with all Third Parties (including employees and subcontractors) performing services on its behalf under this Agreement where such services may give rise to the creation of inventions that may be Collaboration Inventions that assign to such Party all Collaboration Inventions and rights therein; (g) As of the Effective Date, each Party is in connection compliance with Section 3.2; (h) As of the Effective Date, neither Party knows of [* * *]; and (i) During the executionTerm of the Agreement, delivery each Party will not engage, retain or performance employ any employees, subcontractors or consultants to perform any part of the Development * * * Certain information on this Agreement page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Program that (A ) have been debarred or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a (or equivalent law in any applicable Jurisdiction), or (iiB) the consummation of is under indictment for a crime for which a person or an entity could be debarred under 21 U.S.C. Section 335a (or equivalent law in any of the transactions currently contemplated herein, excluding, for the avoidance of doubt, any transactions contemplated herein solely as a result of one or more amendments to this Agreement following the date hereofapplicable Jurisdiction). (d) If such Party is a Stockholder, such Party understands that Company Shares cannot be sold or otherwise disposed of unless they are registered under the Securities Act and applicable U.S. state securities laws or unless an exemption from such registration is available, and that registration of Company Shares is subject to the terms and conditions set forth in the Registration Rights Agreement, and that accordingly such Stockholder is able and is prepared to bear the economic risk of making an investment in the Company and to suffer a complete loss of investment.

Representations and Warranties of the Parties. Each of the Parties hereby represents and warrants to each of the other Party that on the date hereofParties as follows: (a) Such Party is duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has the necessary legal capacity or all requisite power and authority to enter into conduct its business as it is now being conducted and currently is proposed to be conducted. (b) Such Party has the full power, authority and legal right to execute, deliver and perform this Agreement Investor Rights Agreement. The execution, delivery and to carry out its obligations hereunder. To the extent applicable, such Party is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution performance of this Agreement, and the consummation of the transactions contemplated herein, Investor Rights Agreement have been duly authorized by all necessary corporate or other action, and no other act or proceeding, corporate or otherwise, on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated herebysuch Party. This Investor Rights Agreement has been duly executed and delivered by such Party and constitutes its its, his or her legal, valid and binding obligation, enforceable against it it, him or her in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing. (bc) The execution and delivery by such Party of this Investor Rights Agreement and the performance by such Party of its obligations hereunder do does not and will not violate (i) conflict with, or result in the breach of any provision of the constitutive documents its by-laws, charter, articles of such Party; association, partnership agreement or other similar organizational document, (ii) result in any violation, breach, conflict, default or event of default (or an event which with notice, lapse of time, or both, would constitute a default or event of default), or give rise to any right of acceleration or termination or any additional payment obligation, under the terms provision of any material contract, agreement or permit to which such Party it, he or she is a party Party or by which such Party’s assets it, he or operations are she is bound or affected; or (iii) violate, in any material respect, any law applicable Law to such Party, the Company or any of its Subsidiaries. (c) Other than any consents that have already been obtained, no consent, waiver, approval, authorization, exemption, registration, license or declaration which it is required to be made or obtained by such Party in connection with (i) the execution, delivery or performance of this Agreement or (ii) the consummation of any of the transactions currently contemplated herein, excluding, for the avoidance of doubt, any transactions contemplated herein solely as a result of one or more amendments to this Agreement following the date hereofsubject. (d) If Such Party is not currently in violation of any Law, which violation could reasonably be expected to have a material adverse effect upon such Party’s ability to enter into this Investor Rights Agreement or to perform its, his or her obligations hereunder. (e) There is no currently pending Action that would materially and adversely affect the ability of such Party is a Stockholderto enter into this Investor Rights Agreement or to perform its, such Party understands that Company Shares cannot be sold his or otherwise disposed of unless they are registered under the Securities Act and applicable U.S. state securities laws or unless an exemption from such registration is available, and that registration of Company Shares is subject to the terms and conditions set forth in the Registration Rights Agreement, and that accordingly such Stockholder is able and is prepared to bear the economic risk of making an investment in the Company and to suffer a complete loss of investmenther obligations hereunder.

Representations and Warranties of the Parties. Each In addition to all other representations and warranties of any Party set forth herein or in any of the Parties documents memorializing the Settlement set forth herein (the “Settlement Documents”), each Party hereby represents and warrants to each other Party that on the date hereofother, which representations and warranties shall survive until the Effective Date, as follows: (a) 7.1 Such Party, if not a natural person, is duly organized, validly existing, and in good standing under the laws of the state of its incorporation or formation, has the power to own its properties and to carry on its business as now being conducted, and is duly qualified to do business and is in good standing in every jurisdiction in which the character of the properties owned by it or in which the transaction of its business makes such qualification necessary. 7.2 Such Party has the necessary legal full power, authority, and capacity or power and authority to enter into this Agreement and all other Settlement Documents to carry out its obligations hereunder. To the extent applicable, such Party which it is duly organized and validly existing under the laws of its jurisdiction of organizationa party, and to incur the execution of this Agreement, obligations and the consummation of consummate the transactions contemplated hereindescribed herein and therein, all of which have been authorized by all proper and necessary corporate or other action, and no other act or proceeding, corporate or otherwise, on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby. . 7.3 This Agreement has been duly executed by such Party and constitutes its legal, all other Settlement Documents to which it is a party constitute the valid and legally binding obligationobligations of such Party, enforceable against it in accordance with its terms, their respective terms (subject to the effects effect of bankruptcy, laws related to bankruptcy and insolvency, fraudulent conveyanceand to general principles of equity), reorganizationand do not violate, moratorium and other similar laws relating conflict with, or constitute any default under any law, government regulation, organizational document, contract or agreement binding upon or applicable to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealingsuch Party. (b) The 7.4 No approval, authorization or other action by, or filing with, any governmental official, board or authority is required in connection with the execution and delivery by such Party of this Agreement and the performance of its obligations hereunder do not other Settlement Documents to which it is a party, except such approvals and will not (i) conflict withauthorizations as have been received, or result in the breach of any provision of the constitutive documents such actions as have been taken, and such filings as have been made. 7.5 All representations and warranties of such Party; (ii) result Party set forth in any violation, breach, conflict, default or event of default (or an event which with notice, lapse of time, or both, would constitute a default or event of default), or give rise to any right of acceleration or termination this Agreement or any additional payment obligation, under the terms of any material contract, agreement or permit other Settlement Document to which such Party is a party are true, accurate, and complete in all material respects. 7.6 This Agreement is not being made or entered into with the intent to hinder, delay or defraud any person. 7.7 No voluntary or involuntary petition in bankruptcy under any chapter of the Bankruptcy Code has been instituted or threatened by which or against such Party’s assets or operations are bound or affected; or (iii) violate. 7.8 Such Party has read this Agreement, in any material respecthas had full and fair opportunity to consult with independent legal counsel before executing this Agreement, any law applicable to such Party, the Company or any has relied upon its own judgment and that of its Subsidiaries. (c) Other than attorneys in executing this Agreement, has not relied upon or been induced by any consents that have already been obtainedrepresentation, no consent, waiver, approval, authorization, exemption, registration, license statement or declaration is required to be made act by any other Party or obtained by such Party in connection with (i) the execution, delivery or performance of this Agreement or (ii) the consummation of any of the transactions currently contemplated herein, excluding, for the avoidance of doubt, any transactions contemplated herein solely its attorneys except as a result of one or more amendments to this Agreement following the date hereof. (d) If such Party is a Stockholder, such Party understands that Company Shares cannot be sold or otherwise disposed of unless they are registered under the Securities Act and applicable U.S. state securities laws or unless an exemption from such registration is available, and that registration of Company Shares is subject to the terms and conditions specifically set forth in the Registration Rights this Agreement, and that accordingly such Stockholder is able has entered into this Agreement voluntarily, without coercion or duress, and is prepared to bear with full knowledge of the economic risk meaning and effect of making an investment in the Company and to suffer a complete loss of investmentthis Agreement.

Representations and Warranties of the Parties. Each of the Parties hereby party to this Agreement represents and warrants to each the other Party that on the date hereofparties to this Agreement as follows: (a) Such Party has the necessary legal capacity or power and authority to enter into this Agreement and to carry out its obligations hereunder. To the extent applicableIf such party is an entity, such Party it is duly organized and validly existing and in good standing under the laws of its jurisdiction of organizationincorporation or formation, as applicable, and has the execution of requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. (b) The execution, delivery and performance by such party and the consummation by such party of the transactions contemplated herein, hereby have been duly authorized by all necessary corporate or other action, action on the part of such party and no other act or proceeding, corporate or otherwise, on its part action is necessary on the part of such party to authorize the execution of this Agreement or the consummation of any of to consummate the transactions contemplated hereby. . (c) This Agreement has been duly executed and delivered by such Party party and, assuming the due authorization, execution and delivery by the other parties, constitutes its a legal, valid and binding obligationobligation of such party, enforceable against it such party in accordance with its terms, subject to the effects of except as limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and moratorium, fraudulent conveyance or other similar laws relating to or affecting creditors’ rights generallygenerally and (ii) general principles of equity, general equitable principles (whether such enforceability is considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing. (bd) The Neither the execution and the delivery by such Party of this Agreement and Agreement, nor the performance consummation of its obligations hereunder do not and the transactions contemplated hereby, will not (i) conflict with, or result in a breach of, constitute a default under, result in the breach of any provision of the constitutive documents of such Party; (ii) result acceleration of, create in any violationparty the right to accelerate, breachterminate, conflict, default modify or event of default (or an event which with notice, lapse of timecancel, or bothrequire any notice under any agreement, would constitute a default or event of default), or give rise to any right of acceleration or termination or any additional payment obligation, under the terms of any material contract, agreement lease, license, instrument or permit other arrangement to which such Party the party making representations hereunder is a party or by which such Party’s assets or operations are it is bound or affected; or (iii) violate, in any material respect, any law applicable to such Party, the Company or which any of its Subsidiariesassets is subject. (ce) Other than any consents that have already been obtained, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained The execution and delivery of this Agreement by such Party in connection with (i) party does not, and the execution, delivery or performance of this Agreement by such party will not, require any consent, approval, authorization or (ii) the consummation of any of the transactions currently contemplated hereinpermit of, excluding, for the avoidance of doubtor filing with or notification to, any transactions contemplated herein solely as a result of one or more amendments to this Agreement following the date hereofgovernmental entity. (d) If such Party is a Stockholder, such Party understands that Company Shares cannot be sold or otherwise disposed of unless they are registered under the Securities Act and applicable U.S. state securities laws or unless an exemption from such registration is available, and that registration of Company Shares is subject to the terms and conditions set forth in the Registration Rights Agreement, and that accordingly such Stockholder is able and is prepared to bear the economic risk of making an investment in the Company and to suffer a complete loss of investment.

Representations and Warranties of the Parties. Each of the Parties hereby Party represents and warrants warrants, severally and not jointly except that Aptech and MCO2 represent and warrant jointly and severally, to each other Party that on as of the date hereofof this Agreement: (a) Such such Party has the necessary legal capacity or full power and authority to enter into into, execute and deliver this Agreement and to carry out its obligations hereunder. To perform the extent applicabletransactions contemplated hereby and, if such Party is not a natural Person, such Party is duly incorporated or organized and validly existing and in good standing under the laws of its the jurisdiction of its incorporation or organization, and the execution of this Agreement, and the consummation of the transactions contemplated herein, have been authorized by all necessary corporate or other action, and no other act or proceeding, corporate or otherwise, on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby. This Agreement has been duly executed by such Party and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing.; (b) The the execution and delivery by such Party of this Agreement and the performance by such Party of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action of such Party; (c) assuming the due authorization, execution and delivery hereof by each of the other Parties, this Agreement constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its obligations hereunder do not terms, except as such enforceability may be limited by applicable Bankruptcy Laws affecting creditors’ rights generally; (d) the execution, delivery and performance of this Agreement by such Party and the consummation of the transactions contemplated hereby will not (i) conflict with, or result in the breach of violate any provision of the constitutive organizational or governance documents of such Party; (ii) result in require such Party to obtain any violationconsent, breach, conflict, default approval or event of default (or an event which with notice, lapse of timeaction of, or both, would constitute a default or event of default), make any filing with or give rise any notice to, any Government Authority in such Party’s country of organization or any other Person pursuant to any right of acceleration instrument, contract or termination or any additional payment obligation, under the terms of any material contract, other agreement or permit to which such Party is a party or by which such Party is bound, other than any such consent, approval, action or filing that has already been duly obtained or made; (iii) conflict with or result in any material breach or violation of any of the terms and conditions of, or constitute (or with notice or lapse of time or both would constitute) a default under any instrument, contract or other agreement to which such Party is a party or by which such Party is bound; (iv) violate any Order against, or binding upon, such Party or upon its respective securities, properties or businesses or (v) violate any Law of such Party’s, country of organization or any other country in which it maintains its principal office; and (e) such Party, such Party’s assets or operations and such Party’s business and record keeping practices are bound or affected; not in violation of any Law, the violation of which would, at any time have a Material Adverse Effect upon (i) such Party, (ii) such Party’s ability to perform its obligations hereunder or (iii) violate, in any material respect, any law applicable to such Party, the Company or any of its Subsidiaries. (c) Other than any consents that have already been obtained, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Party in connection with (i) the execution, delivery or performance of this Agreement or (ii) the consummation of any of the transactions currently contemplated herein, excluding, for the avoidance of doubt, any transactions contemplated herein solely as a result of one or more amendments to this Agreement following the date hereofother Party’s hereto. (d) If such Party is a Stockholder, such Party understands that Company Shares cannot be sold or otherwise disposed of unless they are registered under the Securities Act and applicable U.S. state securities laws or unless an exemption from such registration is available, and that registration of Company Shares is subject to the terms and conditions set forth in the Registration Rights Agreement, and that accordingly such Stockholder is able and is prepared to bear the economic risk of making an investment in the Company and to suffer a complete loss of investment.

Representations and Warranties of the Parties. Each of the Parties hereby Party represents and warrants to each the other Party that Party, with respect to itself, on the signing date hereofof this Contract, as follows: (a) Such Party is a legal entity duly organized, validly existing and in good standing under the laws of the PRC, in the case of Party A, and under the laws of HK, in the case of Party B, and has the necessary corresponding power and lawful authority to own or possess, lease and operate its assets and to carry on its business as now being and as previously conducted. (b) Such Party has the full legal capacity or right, power and authority required to enter into this Agreement Contract and to carry out perform fully its obligations hereunder. To the extent applicable, such Party is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution of this Agreement, and the consummation of the transactions contemplated herein, have been authorized by all necessary corporate or other action, and no other act or proceeding, corporate or otherwise, on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby. This Agreement Contract has been duly authorized, executed and delivered by such each Party and, assuming the due authorization, execution and delivery by the other Party and approval by the Examination and Approval Authority, constitutes its legal, the valid and binding obligation, obligation of each Party enforceable against it in accordance with its terms. Equity Joint Venture Contract (c) Except for the requirements for the obtaining of a Foreign Investment Enterprise Approval Certificate and issuance of the Business License and as otherwise set forth in this Contract, subject no filings with, notices to, or license, permits, consents, authorizations, qualifications, orders or other approvals of any governmental body or any other Person are necessary to be obtained by such Party for its execution, delivery and performance of this Contract or for the effects establishment of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealingthe Company. (bd) The Such Party is, has been and will continue to be in compliance with all applicable Law of its home jurisdiction and does not know of any circumstances that would be a breach of such Law. (e) Neither the execution and delivery by such Party of this Agreement and Contract, nor the performance of its such Party's obligations hereunder do not and hereunder, will not (i) conflict with, or result in the a breach of of, or constitute a default under, any provision of the constitutive documents memorandum and articles of association, business license or by-laws of such Party; (ii) result in any violation, breach, conflict, default or event of default (or an event which with notice, lapse of timeas the case may be, or bothany law, would constitute a default rule, regulation, authorization or event approval of default)any government agency or body, or give rise to any right of acceleration or termination or any additional payment obligation, under the terms of any material contract, contract or agreement or permit to which such Party is a party or by which such Party’s assets or operations are bound or affected; or is subject (iii) violateincluding, in any material respectthe case of Party B, any law applicable contracts existing on the date of this Contract relating to Party B' other investments in the PRC). (f) As of the date of this Contract, there is no lawsuit, arbitration or legal, administrative or other proceeding or governmental investigation pending or, to the best knowledge of such Party, threatened against such Party and the Company performance of this Contract with respect to the subject matter of this Contract or that would affect in any of its Subsidiariesway such Party's ability to enter into or perform this Contract. (cg) Other than All documents, statements and information of or derived from any consents that governmental body in the possession of such Party relating to the transactions contemplated in this Contract have already been obtaineddisclosed to the other Party, and no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained document previously provided by such Party to any other Party contains the untrue statement of material fact or omits to state any material fact necessary in connection with (i) order to make the execution, delivery or performance of this Agreement or (ii) the consummation of any of the transactions currently contemplated herein, excluding, for the avoidance of doubt, any transactions contemplated herein solely as a result of one or more amendments to this Agreement following the date hereof. (d) If such Party is a Stockholder, such Party understands that Company Shares canstatements contained therein not be sold or otherwise disposed of unless they are registered under the Securities Act and applicable U.S. state securities laws or unless an exemption from such registration is available, and that registration of Company Shares is subject to the terms and conditions set forth in the Registration Rights Agreement, and that accordingly such Stockholder is able and is prepared to bear the economic risk of making an investment in the Company and to suffer a complete loss of investment.misleading. Equity Joint Venture Contract

Representations and Warranties of the Parties. Each of the Parties hereby represents and warrants to each of the other Party that on Parties as of the date hereofof the Original XXX for Parties other than the Requisite Parties, Binance and PubCo and as of the Effective Date for Binance, PubCo and the Requisite Parties as follows: (a) Such Party Party, to the extent applicable, is duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has the necessary legal capacity or all requisite organizational power and authority to enter into conduct its business as it is now being conducted and is proposed to be conducted. (b) Such Party has the full organizational power, authority and legal right to execute, deliver and perform the Original XXX and/or this Agreement and to carry out its obligations hereunder. To the extent applicable, such Party is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution of this Investor Rights Agreement, as applicable. The execution, delivery and the consummation performance of the transactions contemplated hereinOriginal XXX and/or this Investor Rights Agreement, as applicable, have been duly authorized by all necessary corporate or other organizational action, and no other act or proceeding, corporate or otherwise, on its part is necessary to authorize the execution of such Party. The Original XXX and/or this Agreement or the consummation of any of the transactions contemplated hereby. This Agreement Investor Rights Agreement, as applicable, has been duly executed and delivered by such Party and constitutes its its, his or her legal, valid and binding obligation, enforceable against it it, him or her in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing. (bc) The execution and delivery by such Party of the Original XXX and/or this Agreement and Investor Rights Agreement, as applicable, the performance by such Party of its its, his or her obligations thereunder or hereunder do by such Party does not and will not violate (i) conflict with, or result in the breach case of Parties who are not individuals, any provision of the constitutive documents its by-laws, charter, articles of such Party; association, partnership agreement or other similar organizational document, (ii) result in any violation, breach, conflict, default or event of default (or an event which with notice, lapse of time, or both, would constitute a default or event of default), or give rise to any right of acceleration or termination or any additional payment obligation, under the terms provision of any material contract, agreement or permit to which such Party it, he or she is a party Party or by which such Party’s assets it, he or operations are she is bound or affected; or (iii) violateany law, in any material respectrule, any law applicable regulation, judgment, order or decree to such Partywhich it, the Company he or any of its Subsidiaries. (c) Other than any consents that have already been obtained, no consent, waiver, approval, authorization, exemption, registration, license or declaration she is required to be made or obtained by such Party in connection with (i) the execution, delivery or performance of this Agreement or (ii) the consummation of any of the transactions currently contemplated herein, excluding, for the avoidance of doubt, any transactions contemplated herein solely as a result of one or more amendments to this Agreement following the date hereofsubject. (d) If such 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 Stockholder, material adverse effect upon such Party understands that Company Shares cannot be sold or otherwise disposed of unless they are registered under Party’s ability to enter into the Securities Act and applicable U.S. state securities laws or unless an exemption from such registration is available, and that registration of Company Shares is subject to the terms and conditions set forth in the Registration Original XXX and/or this Investor Rights Agreement, as applicable, or to perform its, his or her obligations thereunder or hereunder. (e) There is no pending legal action, suit or proceeding that would materially and that accordingly adversely affect the ability of such Stockholder is able and is prepared Party to bear enter into the economic risk of making an investment in the Company and Original XXX and/or this Investor Rights Agreement, as applicable, or to suffer a complete loss of investmentperform its, his or her obligations thereunder or hereunder.