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

Representations and Warranties of the Shareholders. Each Shareholder, severally and not jointly, represents and warrants to the Company as follows: (a) Such Shareholder, if not a natural person, is a corporation, limited partnership, limited liability company or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation. (b) Such Shareholder (i) is competent, if he is a natural person, and (ii) has the full power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. (c) This Agreement has been duly and validly executed and delivered by such Shareholder. (d) The execution and delivery of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby by such Shareholder will not conflict with, result in the breach of any of the terms or conditions of, constitute a default under or violate, accelerate or permit the acceleration of any other similar right of any other party under, the organizational documents of such Shareholder, if it is not a natural person, any law, rule or regulation or any agreement, lease, mortgage, note, bond, indenture, license or other document or undertaking, to which such Shareholder is party or by which such Shareholder or its properties may be bound, nor will such execution, delivery and consummation violate any order, writ, injunction or decree of any federal, state, local or foreign court, administrative agency or governmental or regulatory authority or body to which the Shareholder or any of his or its properties are subject, the effect of any of which, either individually or in the aggregate, would impair the ability of such Shareholder to perform its obligations hereunder.

Representations and Warranties of the Shareholders. Each Shareholder, severally and not jointly, Shareholder (as to itself only) represents and warrants to the Company as followsCompany: (a) Such Shareholder, if not a natural person, such Shareholder is a corporation, limited partnership, limited liability company or other entity corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its formation. (b) Such Shareholder (i) is competentstate of incorporation, if he or it is a natural personlimited partnership or a limited liability company duly formed, validly existing, and (ii) in good standing under the laws of the State of its state of formation, as the case may be, such Shareholder has the full power and authority to execute, deliver and carry out the terms and provisions of perform this Agreement and to consummate the transactions contemplated hereby hereby, and has taken all necessary action to authorize the execution, delivery and performance by such Shareholder of this AgreementAgreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate, partnership or limited liability company action of such Shareholder. (cb) This this Agreement has been duly and validly executed and delivered by such Shareholder., and this Agreement constitutes a legal and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms; and (dc) The execution the execution, delivery and delivery performance by such Shareholder of this Agreement and the consummation by such Shareholder and the consummation of the transactions contemplated hereby by such Shareholder will not conflict withnot, result in with or without the breach giving of notice or lapse of time, or both, (i) violate any provision of the terms or conditions oflaw, constitute a default under or violate, accelerate or permit the acceleration of any other similar right of any other party under, the organizational documents of such Shareholder, if it is not a natural person, any lawstatute, rule or regulation or any agreement, lease, mortgage, note, bond, indenture, license or other document or undertaking, to which such Shareholder is subject, (ii) violate any order, judgment or decree applicable to such Shareholder, or (iii) conflict with, or result in a breach or default under, any term or condition of any agreement or other instrument to which such Shareholder is a party or by which such Shareholder or its properties may be is bound, nor will such execution, delivery and consummation violate any order, writ, injunction or decree of any federal, state, local or foreign court, administrative agency or governmental or regulatory authority or body to which the Shareholder or any of his or its properties are subject, the effect of any of which, either individually or in the aggregate, would impair the ability of such Shareholder to perform its obligations hereunder.

Representations and Warranties of the Shareholders. Each Shareholderof the Shareholders, severally and not jointly, represents and warrants to the Company other Shareholders hereto, as followsto itself, that: (a) Such Shareholder, if not a natural person, It is a corporation, limited corporation or partnership, limited liability company or other entity duly organized, organized and validly existing and in good standing under the laws of the its jurisdiction of incorporation or formation, authorized to enter into this Agreement and to perform its formationobligations hereunder. (b) Such Shareholder (i) is competent, if he is a natural person, and (ii) has Its representatives have the full necessary power and authority to executeexecute this Agreement on its behalf, deliver which powers and carry out the terms and provisions authorities have not been modified, limited or revoked in any manner. (c) The execution or performance of this Agreement and to consummate the consummation of the transactions contemplated hereby herein will not (i) conflict with or violate any provision of its by-laws or charter documents or other similar organizational documents, (ii) result in a breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, give to others any right of termination, amendment, acceleration or cancellation of, result in triggering any payment or other obligations, or result in the creation of a Lien on any property or asset owned or used by it that is material to the consummation of the transactions contemplated herein, or that is owned or used by and has taken all necessary action material to authorize the Company, pursuant to any note, bond, mortgage, indenture, contract, confidentiality agreement, exclusive dealings or similar agreement, lease, license, permit, franchise or other instrument or obligation to which the Shareholder is a party or by which any of the Shareholder’s properties or assets are bound or affected, or (iii) violate or conflict with, constitute a breach of or default under, any material judicial, arbitral or administrative order or award to which the Shareholder is a party or by which the Shareholder or any of its properties is bound, or any applicable law. (d) No consent, approval, notification, authorization or order of, or declaration, filing or registration with any Governmental Authority or other third party is required to be obtained or made by or with respect to the Shareholder in connection with the execution, delivery and performance of this Agreement. (c) This Agreement has been duly and validly executed and delivered by such Shareholder. (d) The execution and delivery of this Agreement by such Shareholder and or the consummation of the transactions contemplated hereby hereby. (e) This Agreement constitutes the legal, valid and binding obligation of the Shareholder, enforceable against it in accordance with its terms. (f) The Shareholder will, on the date of the this Agreement and on the Closing Date, own its Shares free and clear of any Liens, and such Shares are the only shares or interest in and to the Company owned or held directly or indirectly by such Shareholder will not conflict with, result in the breach of any of the terms or conditions of, constitute a default under or violate, accelerate or permit the acceleration of any other similar right of any other party under, the organizational documents of such Shareholder, if it is not a natural person, any law, rule or regulation or any agreement, lease, mortgage, note, bond, indenture, license or other document or undertaking, to which such Shareholder is party or by which such Shareholder or its properties may be bound, nor will such execution, delivery and consummation violate any order, writ, injunction or decree of any federal, state, local or foreign court, administrative agency or governmental or regulatory authority or body to which the Shareholder or any of his or its properties are subject, the effect of any of which, either individually or in the aggregate, would impair the ability of such Shareholder to perform its obligations hereunder.

Representations and Warranties of the Shareholders. Each Shareholderof the Shareholders, severally on its own behalf and not jointlyon behalf of any other Shareholders, hereby severally (and, for greater certainty, not jointly with any other Shareholders) represents and warrants to the Company Purchaser as followsfollows and acknowledges that the Purchaser is relying on such representations and warranties in connection with the transactions contemplated herein: (a) Such this Agreement has been, and each additional agreement or instrument required to be delivered by the Shareholder pursuant to this Agreement will be prior to the Time of Closing, duly authorized, executed and delivered by the Shareholder and each is, or will be at the Time of Closing, a legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms; (b) if the Shareholder is not a natural personan individual, the Shareholder is a corporation, limited partnership, limited liability company or other entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its formation. (b) Such Shareholder (i) is competent, if he is a natural person, organization and (ii) has the full corporate or other power and authority to execute, deliver and carry out the terms and provisions of enter into this Agreement and any other agreement to consummate which it is, or is to become, a party to pursuant to the transactions contemplated hereby terms hereof and has taken all necessary action to authorize the execution, delivery perform its obligations hereunder and performance of this Agreement.thereunder; (c) This Agreement has been duly and validly executed and delivered by such Shareholder. (d) The the execution and delivery of this Agreement by such Shareholder does not, and the consummation of the transactions contemplated hereby by such Transaction will not, (i) if the Shareholder will is not conflict withan individual, result in a breach or violation of the breach articles or by-laws of the Shareholder (or other constating documents of the Shareholder) or of any resolutions of the terms directors or conditions ofshareholders of the Shareholder, constitute a default under or violate, accelerate or permit the acceleration (ii) violate any provision of any other similar right of any other party under, the organizational documents of such Shareholder, if it is not a natural person, any law, rule applicable law or regulation or any judicial or administrative order, award, judgment or decree applicable to the Shareholder; (d) the Shareholder is the registered and beneficial owner of that number of PlantX Shares, as the case may be, set forth opposite the Shareholder's name in Schedule “A” (such common shares comprising part of the Purchased Shares), free and clear of all liens, charges, mortgages, security interests, pledges, demands, claims and other encumbrances of any nature whatsoever; (e) other than as Disclosed, except for the Purchaser's rights hereunder, no person has any agreement or option or any right or privilege capable of becoming an agreement for the purchase of the Purchased Shares held or beneficially owned by the Shareholder and none of such Purchased Shares are subject to any voting trust, shareholders agreement, lease, mortgage, note, bond, indenture, license voting agreement or other document agreement with respect to the disposition or undertakingenjoyment of any rights of such common shares of PlantX; (f) no consent, to which such approval, order or authorization of, or registration or declaration with, any applicable Governmental Authority with jurisdiction over the Shareholder is party required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement or the consummation by the Shareholder of the Transaction, except for those consents, orders, authorizations, declarations, registrations or approvals which such are contemplated by this Agreement or those consents, orders, authorizations, declarations, registrations or approvals that, if not obtained, would not prevent or materially delay the consummation of the Transaction or otherwise prevent the Shareholder or from performing its properties may be boundobligations under this Agreement; (g) except for the Non-Resident Shareholders, nor will such executionthe Shareholder is not a “non-resident” of Canada within the meaning of the Tax Act; (h) unless the Shareholders is a U.S. Shareholder and has completed and delivered a U.S. Representation Letter for U.S. Shareholders in the form attached hereto as Schedule “C” (in which case the Shareholder makes the representations, delivery warranties and consummation violate any order, writ, injunction or decree of any federal, state, local or foreign court, administrative agency or governmental or regulatory authority or body covenants therein): (i) the offer to which purchase the Shareholder's Purchased Shares was not made to the Shareholder when either the Shareholder or any of his beneficial purchaser for whom it is acting, if applicable, was in the United States; (ii) the Shareholder is not a U.S. Person, is not in the United States and is not acquiring the applicable Payment Shares or its properties are subjectReplacement Options on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (iii) at the time this Agreement was executed and delivered by the Shareholder, the effect Shareholder was outside the United States; (iv) if the Shareholder is a corporation or entity, (A) a majority of the Shareholder's voting equity is beneficially owned by persons resident outside the United States; and (B) the Shareholder's affairs are wholly controlled and directed from outside of the United States; (v) the Shareholder or any beneficial purchaser for whom it is acting, if applicable, has no intention to distribute either directly or indirectly any of the Payment Shares or Common Shares issued upon exercise of any Replacement Options in the United States, except in compliance with the U.S. Securities Act; and (vi) the current structure of whichthis transaction and all transactions and activities contemplated in this Agreement is not a scheme by the Shareholder to avoid the registration requirements of the U.S. Securities Act and any applicable state securities laws; (i) if the Shareholder is a Non-Resident Shareholder, either individually the Shareholder represents, warrants and/or acknowledges, as applicable, that: (i) the Payment Shares, and any Common Shares issued upon the exercise of Replacement Options, issuable hereunder have not been and will not be registered under the securities laws of any foreign jurisdiction and that the issuance of the Payment Shares, Replacement Options and any Common Shares issued upon the exercise of Replacement Options pursuant to the terms of this Agreement is being made in reliance on applicable exemptions; and (ii) the receipt of the Payment Shares and Replacement Options by the Non-Resident Shareholder does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger: (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such transfer; and (ii) any registration or other obligation on the part of Purchaser; (j) the Shareholder has not authorized any person to act as broker or finder or in any other similar capacity in connection with the aggregatetransactions contemplated by this Agreement, would impair that in any manner may or will impose liability on PlantX or the ability Purchaser; and (k) to the knowledge of such the Shareholder, no representation or warranty of the Shareholder contained in this Agreement contains any untrue statement of a material fact or omits to perform its obligations hereunderstate a material fact necessary in order to make the statements contained herein or therein not misleading.

Representations and Warranties of the Shareholders. Each Shareholderof the Shareholders, severally on its own behalf and not jointlyon behalf of any other Shareholders, hereby severally (and, for greater certainty, not jointly with any other Shareholders) represents and warrants to the Company Purchaser as followsfollows and acknowledges that the Purchaser is relying on such representations and warranties in connection with the transactions contemplated herein: (a) Such this Agreement has been, and each additional agreement or instrument required to be delivered by the Shareholder pursuant to this Agreement will be prior to the Time of Closing, duly authorized, executed and delivered by the Shareholder and each is, or will be at the Time of Closing, a legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms; (b) if the Shareholder is not a natural personan individual, the Shareholder is a corporation, limited partnership, limited liability company or other entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its formation. (b) Such Shareholder (i) is competent, if he is a natural person, organization and (ii) has the full corporate or other power and authority to execute, deliver and carry out the terms and provisions of enter into this Agreement and any other agreement to consummate which it is, or is to become, a party to pursuant to the transactions contemplated hereby terms hereof and has taken all necessary action to authorize the execution, delivery perform its obligations hereunder and performance of this Agreement.thereunder; (c) This Agreement has been duly and validly executed and delivered by such Shareholder. (d) The the execution and delivery of this Agreement by such Shareholder does not, and the consummation of the transactions contemplated hereby by such Transaction will not, (i) if the Shareholder will is not conflict withan individual, result in a breach or violation of the breach articles or by-laws of the Shareholder (or other constating documents of the Shareholder) or of any resolutions of the terms directors or conditions ofshareholders of the Shareholders, constitute a default under or violate, accelerate or permit the acceleration (ii) violate any provision of any other similar right of any other party under, the organizational documents of such Shareholder, if it is not a natural person, any law, rule applicable law or regulation or any judicial or administrative order, award, judgment or decree applicable to the Shareholders; (d) the Shareholder is the registered and beneficial owner of that number of Panerai Shares set forth in the Panerai Shareholder Consent Agreement executed and delivered by such Shareholder (such common shares comprising part of the Purchased Shares), free and clear of all liens, charges, mortgages, security interests, pledges, demands, claims and other encumbrances of any nature whatsoever; (e) except for the Purchaser’s rights hereunder, no person has any agreement or option or any right or privilege capable of becoming an agreement for the purchase of the Purchased Shares held or beneficially owned by the Shareholder and, other than the Panerai Legends, none of such common shares of Panerai are subject to any voting trust, shareholders agreement, lease, mortgage, note, bond, indenture, license voting agreement or other document agreement with respect to the disposition or undertakingenjoyment of any rights of such common shares of Panerai; (f) except for the Non-Resident Shareholders, to which such the Shareholder is party or by not a “non-resident” of Canada within the meaning of the Tax Act; (g) unless the Shareholder is a U.S. Shareholder and has completed and delivered a U.S. Representation Letter for U.S. Shareholders in the form attached hereto as Schedule “B” (in which such case the Shareholder or its properties may be boundmakes the representations, nor will such execution, delivery warranties and consummation violate any order, writ, injunction or decree of any federal, state, local or foreign court, administrative agency or governmental or regulatory authority or body covenants therein): (i) the offer to which purchase the Shareholder’s Purchased Shares was not made to the Shareholder when either the Shareholder or any of his beneficial purchaser for whom it is acting, if applicable, was in the United States; (ii) the Shareholder is not a U.S. Person, is not in the United States and is not acquiring the applicable Payment Shares on behalf of, or its properties are subjectfor the account or benefit of, a U.S. Person or a person in the United States; (iii) at the time this Agreement was executed and delivered by the Shareholder, the effect Shareholder was outside the United States; (iv) if the Shareholder is a corporation or entity, (A) a majority of the Shareholder’s voting equity is beneficially owned by persons resident outside the United States; and (B) the Shareholder’s affairs are wholly controlled and directed from outside of the United States; (v) the Shareholder or any beneficial purchaser for whom it is acting, if applicable, has no intention to distribute either directly or indirectly any of the Payment Shares in the United States, except in compliance with the U.S. Securities Act; and (vi) the current structure of this transaction and all transactions and activities contemplated in this Agreement is not a scheme by the Shareholder to avoid the registration requirements of the U.S. Securities Act and any applicable state securities laws; (h) Non-Resident Shareholders represent, warrant and/or acknowledge, as applicable, that: (i) the Payment Shares issuable hereunder have not been and will not be registered under the securities laws of any foreign jurisdiction and that the issuance of whichthe Payment Shares pursuant to the terms of this Agreement is being made in reliance on applicable exemptions; and (ii) the receipt of the Payment Shares by Non-Resident Shareholders does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger: (i) any obligation to prepare and file a prospectus or similar document, either individually or any other report with respect to such transfer; and (ii) any registration or other obligation on the part of Purchaser; (i) the Shareholder has not authorized any person to act as broker or finder or in any other similar capacity in connection with the aggregatetransactions contemplated by this Agreement, would impair that in any manner may or will impose liability on Panerai or the ability Purchaser; and (j) to the knowledge of such the Shareholder, no representation or warranty of the Shareholder contained in this Agreement contains any untrue statement of a material fact or omits to perform its obligations hereunderstate a material fact necessary in order to make the statements contained herein or therein not misleading.

Representations and Warranties of the Shareholders. Each Shareholderof the Shareholders, severally on its own behalf and not jointlyon behalf of any other Shareholders, hereby severally (and, for greater certainty, not jointly with any other Shareholders) represents and warrants to the Company Purchaser as followsfollows and acknowledges that the Purchaser is relying on such representations and warranties in connection with the transactions contemplated herein: (a) Such this Agreement has been, and each additional agreement or instrument required to be delivered by the Shareholder pursuant to this Agreement will be prior to the Time of Closing, duly authorized, executed and delivered by the Shareholder and each is, or will be at the Time of Closing, a legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms; (b) if the Shareholder is not a natural personan individual, the Shareholder is a corporation, limited partnership, limited liability company or other entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its formation. (b) Such Shareholder (i) is competent, if he is a natural person, organization and (ii) has the full corporate or other power and authority to execute, deliver and carry out the terms and provisions of enter into this Agreement and any other agreement to consummate which it is, or is to become, a party to pursuant to the transactions contemplated hereby terms hereof and has taken all necessary action to authorize the execution, delivery perform its obligations hereunder and performance of this Agreement.thereunder; (c) This Agreement has been duly and validly executed and delivered by such Shareholder. (d) The the execution and delivery of this Agreement by such Shareholder does not, and the consummation of the transactions contemplated hereby by such Transaction will not, (i) if the Shareholder will is not conflict withan individual, result in a breach or violation of the breach articles or by-laws of the Shareholder (or other constating documents of the Shareholder) or of any resolutions of the terms directors or conditions ofshareholders of the Shareholder, constitute a default under or violate, accelerate or permit the acceleration (ii) violate any provision of any other similar right of any other party under, the organizational documents of such Shareholder, if it is not a natural person, any law, rule applicable law or regulation or any judicial or administrative order, award, judgment or decree applicable to the Shareholder; (d) the Shareholder is the registered and beneficial owner of that number of PlantX Shares, as the case may be, set forth opposite the Shareholder’s name in Schedule “A” (such common shares comprising part of the Purchased Shares), free and clear of all liens, charges, mortgages, security interests, pledges, demands, claims and other encumbrances of any nature whatsoever; (e) other than as Disclosed, except for the Purchaser’s rights hereunder, no person has any agreement or option or any right or privilege capable of becoming an agreement for the purchase of the Purchased Shares held or beneficially owned by the Shareholder and none of such Purchased Shares are subject to any voting trust, shareholders agreement, lease, mortgage, note, bond, indenture, license voting agreement or other document agreement with respect to the disposition or undertakingenjoyment of any rights of such common shares of PlantX; (f) no consent, to which such approval, order or authorization of, or registration or declaration with, any applicable Governmental Authority with jurisdiction over the Shareholder is party required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement or the consummation by the Shareholder of the Transaction, except for those consents, orders, authorizations, declarations, registrations or approvals which such are contemplated by this Agreement or those consents, orders, authorizations, declarations, registrations or approvals that, if not obtained, would not prevent or materially delay the consummation of the Transaction or otherwise prevent the Shareholder or from performing its properties may be boundobligations under this Agreement; (g) except for the Non-Resident Shareholders, nor will such executionthe Shareholder is not a “non-resident” of Canada within the meaning of the Tax Act; (h) unless the Shareholders is a U.S. Shareholder and has completed and delivered a U.S. Representation Letter for U.S. Shareholders in the form attached hereto as Schedule “C” (in which case the Shareholder makes the representations, delivery warranties and consummation violate any order, writ, injunction or decree of any federal, state, local or foreign court, administrative agency or governmental or regulatory authority or body covenants therein): (i) the offer to which purchase the Shareholder’s Purchased Shares was not made to the Shareholder when either the Shareholder or any of his beneficial purchaser for whom it is acting, if applicable, was in the United States; (ii) the Shareholder is not a U.S. Person, is not in the United States and is not acquiring the applicable Payment Shares or its properties are subjectReplacement Options on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (iii) at the time this Agreement was executed and delivered by the Shareholder, the effect Shareholder was outside the United States; (iv) if the Shareholder is a corporation or entity, (A) a majority of the Shareholder’s voting equity is beneficially owned by persons resident outside the United States; and (B) the Shareholder’s affairs are wholly controlled and directed from outside of the United States; (v) the Shareholder or any beneficial purchaser for whom it is acting, if applicable, has no intention to distribute either directly or indirectly any of the Payment Shares or Common Shares issued upon exercise of any Replacement Options in the United States, except in compliance with the U.S. Securities Act; and (vi) the current structure of whichthis transaction and all transactions and activities contemplated in this Agreement is not a scheme by the Shareholder to avoid the registration requirements of the U.S. Securities Act and any applicable state securities laws; (i) if the Shareholder is a Non-Resident Shareholder, either individually the Shareholder represents, warrants and/or acknowledges, as applicable, that: (i) the Payment Shares, and any Common Shares issued upon the exercise of Replacement Options, issuable hereunder have not been and will not be registered under the securities laws of any foreign jurisdiction and that the issuance of the Payment Shares, Replacement Options and any Common Shares issued upon the exercise of Replacement Options pursuant to the terms of this Agreement is being made in reliance on applicable exemptions; and (ii) the receipt of the Payment Shares and Replacement Options by the Non-Resident Shareholder does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger: (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such transfer; and (ii) any registration or other obligation on the part of Purchaser; (j) the Shareholder has not authorized any person to act as broker or finder or in any other similar capacity in connection with the aggregatetransactions contemplated by this Agreement, would impair that in any manner may or will impose liability on PlantX or the ability Purchaser; and (k) to the knowledge of such the Shareholder, no representation or warranty of the Shareholder contained in this Agreement contains any untrue statement of a material fact or omits to perform its obligations hereunderstate a material fact necessary in order to make the statements contained herein or therein not misleading.

Representations and Warranties of the Shareholders. Each of the Shareholders, on its own behalf and not on behalf of any other Shareholder, hereby severally and (and, for greater certainty, not jointly, jointly with any other Shareholder) represents and warrants to the Company Purchaser as followsfollows and acknowledges that the Purchaser is relying on such representations and warranties in connection with the Transaction: (a) Such this Agreement has been, and each additional agreement or instrument required to be delivered pursuant to this Agreement will be prior to the Time of Closing, duly authorized, executed and delivered by the Shareholder and each is, or will be at the Time of Closing, a legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms; (b) if the Shareholder is not a natural personan individual, the Shareholder is a corporation, limited partnership, limited liability company or other entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its formation. (b) Such Shareholder (i) is competent, if he is a natural person, organization and (ii) has the full corporate or other power and authority to execute, deliver and carry out the terms and provisions of enter into this Agreement and any other agreement to consummate which it is, or is to become, a party to pursuant to the transactions contemplated hereby terms hereof and has taken all necessary action to authorize the execution, delivery perform its obligations hereunder and performance of this Agreement.thereunder; (c) This Agreement has been duly and validly executed and delivered by such Shareholder. (d) The the execution and delivery of this Agreement by such Shareholder does not, and the consummation of the transactions contemplated hereby by such Transaction will not, (i) if the Shareholder will is not an individual, result in a breach or violation of the articles or by-laws of the Shareholder (or other constating documents of the Shareholder) or of any resolutions of the directors or shareholders of the Shareholder, (ii) conflict with, result in the a breach of any of the terms or conditions of, constitute a default under or violateaccelerate the performance required by or result in the suspension, accelerate cancellation, material alteration or creation of an encumbrance upon any material agreement (including any HANTIAN Material Contract), license or permit to which the acceleration Shareholder is a party or by which the Shareholder is bound or to which any material assets or property of the Shareholder is subject, or (iii) violate any provision of any other similar right of any other party under, the organizational documents of such Shareholder, if it is not a natural person, any law, rule applicable law or regulation or any judicial or administrative order, award, judgment or decree applicable to the Shareholder; (d) with respect to Shareholders, the Shareholder is the registered and beneficial owner of that number of common shares of HANTIAN set forth opposite the Shareholder’s name in Schedule “A” (such common share comprising part of the Purchased Shares), free and clear of all liens, charges, mortgages, security interests, pledges, demands, claims and other encumbrances of any nature whatsoever except as set out in the HANTIAN Shareholders’ Agreement; (e) except for the Purchaser’s rights hereunder and except as set out in the HANTIAN Shareholders’ Agreement, no person has any agreement or option or any right or privilege capable of becoming an agreement for the purchase of the common shares of HANTIAN (namely the Purchased Shares), held or beneficially owned by the Shareholder and none of such common shares of HANTIAN are subject to any voting trust, shareholders agreement, lease, mortgage, note, bond, indenture, license voting agreement or other document agreement with respect to the disposition or undertakingenjoyment of any rights of such common shares of HANTIAN; (f) no consent, to which such approval, order or authorization of, or registration or declaration with, any applicable Governmental Authority with jurisdiction over the Shareholder is party or required to be obtained by which such Shareholder or its properties may be bound, nor will such execution, delivery and consummation violate any order, writ, injunction or decree of any federal, state, local or foreign court, administrative agency or governmental or regulatory authority or body to which the Shareholder in connection with the execution and delivery of this Agreement or the consummation of the Transaction, except for those consents, orders, authorizations, declarations, registrations or approvals which are contemplated by this Agreement or those consents, orders, authorizations, declarations, registrations or approvals that, if not obtained, would not prevent or materially delay the consummation of the Transaction or otherwise prevent the Shareholder from performing its obligations under this Agreement; (g) except as Disclosed by the Shareholder to the Purchaser, no amounts are owing by HANTIAN to the Shareholder; (h) the Shareholder has not authorized any of his person to act as broker or its properties are subject, the effect of any of which, either individually finder or in any other similar capacity in connection with the aggregatetransactions contemplated by this Agreement; and (i) to the knowledge of the Shareholder, would impair no representation or warranty of the ability Shareholder contained in this Agreement contains any untrue statement of such Shareholder a material fact or omits to perform its obligations hereunderstate a material fact necessary in order to make the statements contained herein or therein not misleading.

Representations and Warranties of the Shareholders. Each Shareholderof the Shareholders, severally on its own behalf and not jointlyon behalf of any other Shareholders, hereby severally (and, for greater certainty, not jointly with any other Shareholders) represents and warrants to the Company Purchaser as followsfollows and acknowledges that the Purchaser is relying on such representations and warranties in connection with the transactions contemplated herein: (a) Such Shareholderthis Agreement has been, and each additional agreement or instrument required to be delivered by the Shareholder pursuant to this Agreement will be prior to the Time of Closing, duly authorized, executed and delivered by the Shareholders and each is, or will be at the Time of Closing, a legal, valid and binding obligation of the Shareholders, enforceable against the Shareholders in accordance with its terms; (b) if the Shareholder is not a natural personan individual, the Shareholder is a corporation, limited partnership, limited liability company or other entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its formation. (b) Such Shareholder (i) is competent, if he is a natural person, organization and (ii) has the full corporate or other power and authority to execute, deliver and carry out the terms and provisions of enter into this Agreement and any other agreement to consummate which it is, or is to become, a party to pursuant to the transactions contemplated hereby terms hereof and has taken all necessary action to authorize the execution, delivery perform its obligations hereunder and performance of this Agreement.thereunder; (c) This Agreement has been duly and validly executed and delivered by such Shareholder. (d) The the execution and delivery of this Agreement by such Shareholder does not, and the consummation of the transactions contemplated hereby by such Transaction will not, (i) if the Shareholder will is not conflict withan individual, result in a breach or violation of the breach articles or by-laws of the Shareholder (or other constating documents of the Shareholder) or of any resolutions of the terms directors or conditions ofshareholders of the Shareholder, constitute a default under or violate, accelerate or permit the acceleration (ii) violate any provision of any other similar right of any other party under, the organizational documents of such Shareholder, if it is not a natural person, any law, rule applicable law or regulation or any judicial or administrative order, award, judgment or decree applicable to the Shareholder; (d) the Shareholder is the registered and beneficial owner of that number of Xxxx Xxxxxx, as the case may be, set forth opposite the Shareholder’s name in Schedule “A” (such common shares comprising part of the Purchased Shares), free and clear of all liens, charges, mortgages, security interests, pledges, demands, claims and other encumbrances of any nature whatsoever; (e) except for the Purchaser’s rights hereunder, no person has any agreement or option or any right or privilege capable of becoming an agreement for the purchase of the Purchased Shares held or beneficially owned by the Shareholder and none of such Xxxx Xxxxxx are subject to any voting trust, shareholders agreement, lease, mortgage, note, bond, indenture, license voting agreement or other document agreement with respect to the disposition or undertakingenjoyment of any rights of such common shares of Boba; (f) no consent, to which such approval, order or authorization of, or registration or declaration with, any applicable Governmental Authority with jurisdiction over the Shareholder is party required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement or the consummation by the Shareholder of the Transaction, except for those consents, orders, authorizations, declarations, registrations or approvals which such are contemplated by this Agreement or those consents, orders, authorizations, declarations, registrations or approvals that, if not obtained, would not prevent or materially delay the consummation of the Transaction or otherwise prevent the Shareholder or from performing its properties may be bound, nor will such execution, delivery and consummation violate any order, writ, injunction or decree of any federal, state, local or foreign court, administrative agency or governmental or regulatory authority or body obligations under this Agreement; (g) the Shareholder is not a U.S. Shareholder and: (i) the offer to which purchase the Shareholder’s Purchased Shares was not made to the Shareholder when either the Shareholder or any of his beneficial purchaser for whom it is acting, if applicable, was in the United States; (ii) the Shareholder is not a U.S. Person, is not in the United States and is not acquiring the applicable Payment Shares on behalf of, or its properties are subjectfor the account or benefit of, a U.S. Person or a person in the United States; (iii) at the time this Agreement was executed and delivered by the Shareholder, the effect Shareholder was outside the United States; (iv) if the Shareholder is a corporation or entity, (A) a majority of the Shareholder’s voting equity is beneficially owned by persons resident outside the United States; and (B) the Shareholder’s affairs are wholly controlled and directed from outside of the United States; (v) the Shareholder or any beneficial purchaser for whom it is acting, if applicable, has no intention to distribute either directly or indirectly any of whichthe Payment Shares in the United States, either individually except in compliance with the U.S. Securities Act; and (vi) the current structure of this transaction and all transactions and activities contemplated in this Agreement is not a scheme by the Shareholder to avoid the registration requirements of the U.S. Securities Act and any applicable state securities laws; (h) the Shareholder has not authorized any person to act as broker or finder or in any other similar capacity in connection with the aggregatetransactions contemplated by this Agreement, would impair that in any manner may or will impose liability on Boba or the ability Purchaser; and (i) to the knowledge of such the Shareholder, no representation or warranty of the Shareholder contained in this Agreement contains any untrue statement of a material fact or omits to perform its obligations hereunderstate a material fact necessary in order to make the statements contained herein or therein not misleading.

Representations and Warranties of the Shareholders. Each Shareholder, Shareholder severally and not jointly, jointly represents and warrants to the Company as followsPurchaser that: (a) Such Shareholder, if not Shareholder is either (i) an individual or (ii) a natural person, is a corporation, corporation or limited partnership, limited liability company or other entity duly organized, validly organized and existing and in good standing under the laws of its state of organization and is qualified or licensed to do business in all other states and jurisdictions the jurisdiction laws of which require it to be so qualified or licensed and where the failure to be so qualified or licensed would have a Material Adverse Effect on such Shareholder's obligations under this Agreement and/or the transactions contemplated hereby. Such Shareholder owns 100% of its formationequity interest in the Company free and clear of all liens, claims, and encumbrances, except those arising pursuant to the Warrant. No Person other than Purchaser and the holders of Permitted Stock have any rights, whether granted by the Company or any other Person, to acquire any portion of the equity interest of the Company. (b) Such Shareholder (i) is competent, if he is a natural personhas, and (ii) has at all times that this Agreement is in force will have, the full power right and authority power, and is duly authorized, to enter into, execute, deliver deliver, and carry out the terms perform this Agreement, and provisions of if such Shareholder is not an individual, its officers or agents executing and delivering this Agreement and are duly authorized to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. (c) do so. This Agreement has been duly and validly executed executed, issued, and delivered by such Shareholder. (d) The execution and delivery of this Agreement by such Shareholder constitutes a legal, valid, and the consummation of the transactions contemplated hereby by such Shareholder will not conflict with, result in the breach of any of the terms or conditions of, constitute a default under or violate, accelerate or permit the acceleration of any other similar right of any other party under, the organizational documents binding obligation of such Shareholder, if it is not enforceable in accordance with its terms. (c) The execution, delivery, and performance of this Agreement will not, by the lapse of time, the giving of notice, or otherwise, constitute a natural person, violation of any law, rule or regulation or applicable provision contained in any agreement, leaseinstrument, mortgage, note, bond, indenture, license or other document or undertaking, to which such Shareholder is a party or by which such Shareholder is bound. (d) There is not now, and at no time during the term of this Agreement will there be, any agreement, arrangement, or its properties may be bound, nor will understanding involving such execution, delivery and consummation violate any order, writ, injunction or decree of any federal, state, local or foreign court, administrative agency or governmental or regulatory authority or body to which the Shareholder or any of his or its properties are subjectother than this Agreement, the effect of any of whichSenior Loan Agreement and the documents contemplated hereby, either individually modifying, restricting, or in any way affecting the aggregate, would impair the ability rights of such Shareholder to perform vote securities of the Company. (e) None of the documents, instruments, or other information furnished to the Purchaser by such Shareholder contains any untrue statement of a material fact or omits to state any material fact necessary in order to make any statements made therein not misleading. No representation, warranty, or statement made by such Shareholder in this Agreement or in any document, certificate, exhibit or schedule attached hereto or delivered in connection herewith, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make any such statements made herein or therein not misleading. To the knowledge of such Shareholder, in its obligations hereundercapacity as such, there is no fact that materially and adversely affects the condition (financial or otherwise), results of operations, business, properties, or prospects of the Company or any of its Subsidiaries that has not been disclosed in the documents provided by such Shareholder to the Purchaser. Pecks makes no representation with respect to this paragraph (e).

Representations and Warranties of the Shareholders. Each of the Shareholders, on its own behalf and not on behalf of any other Shareholder, hereby severally and (and, for greater certainty, not jointly, jointly with any other Shareholder) represents and warrants to the Company Purchaser as followsfollows and acknowledges that the Purchaser is relying on such representations and warranties in connection with the transactions contemplated herein: (a) Such this Agreement has been, and each additional agreement or instrument required to be delivered by the Shareholder pursuant to this Agreement will be prior to the Time of Closing, duly authorized, executed and delivered by the Shareholder and each is, or will be at the Time of Closing, a legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms; (b) if the Shareholder is not a natural personan individual, the Shareholder is a corporation, limited partnership, limited liability company or other entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its formation. (b) Such Shareholder (i) is competent, if he is a natural person, organization and (ii) has the full corporate or other power and authority to execute, deliver and carry out the terms and provisions of enter into this Agreement and any other agreement to consummate which it is, or is to become, a party to pursuant to the transactions contemplated hereby terms hereof and has taken all necessary action to authorize the execution, delivery perform its obligations hereunder and performance of this Agreement.thereunder; (c) This Agreement has been duly and validly executed and delivered by such Shareholder. (d) The the execution and delivery of this Agreement by such Shareholder does not, and the consummation of the transactions contemplated hereby by such Transaction will not, (i) if the Shareholder will is not conflict withan individual, result in a breach or violation of the breach articles or by-laws of the Shareholder (or other constating documents of the Shareholder) or of any resolutions of the terms directors or conditions of, constitute a default under shareholders of the Shareholder; or violate, accelerate or permit the acceleration (ii) violate any provision of any other similar right of any other party under, the organizational documents of such Shareholder, if it is not a natural person, any law, rule Applicable Laws or regulation or any judicial or administrative order, award, judgment or decree applicable to the Shareholder; (d) the Shareholder is the registered and beneficial owner of that number of Canuck Shares set forth opposite the Shareholder’s name in Schedule “A”, free and clear of all liens, charges, mortgages, security interests, pledges, demands, claims and other encumbrances of any nature whatsoever; (e) except for the Purchaser’s rights hereunder, no person has any agreement or option or any right or privilege capable of becoming an agreement for the purchase of the Canuck Shares held or beneficially owned by the Shareholder and none of such Canuck Shares are subject to any voting trust, shareholders agreement, lease, mortgage, note, bond, indenture, license voting agreement or other document agreement with respect to the disposition or undertakingenjoyment of any rights of such common shares of Canuck; (f) no consent, to which such approval, order or authorization of, or registration or declaration with, any applicable Governmental Authority with jurisdiction over the Shareholder is party or required to be obtained by which such Shareholder or its properties may be bound, nor will such execution, delivery and consummation violate any order, writ, injunction or decree of any federal, state, local or foreign court, administrative agency or governmental or regulatory authority or body to which the Shareholder in connection with the execution and delivery of this Agreement or the consummation by the Shareholder of the Transaction, except for those consents, orders, authorizations, declarations, registrations or approvals which are contemplated by this Agreement or those consents, orders, authorizations, declarations, registrations or approvals that, if not obtained, would not prevent or materially delay the consummation of the Transaction or otherwise prevent the Shareholder from performing its obligations under this Agreement; (g) the Shareholder is a resident at the address set forth in Schedule “A” of this Agreement; (h) the Shareholder has not authorized any of his person to act as broker or its properties are subject, the effect of any of which, either individually finder or in any other similar capacity in connection with the aggregatetransactions contemplated by this Agreement, would impair that in any manner may or will impose liability on Canuck or the ability Purchaser; and (i) to the knowledge of such the Shareholder, no representation or warranty of the Shareholder contained in this Agreement contains any untrue statement of a material fact or omits to perform its obligations hereunderstate a material fact necessary in order to make the statements contained herein or therein not misleading.

Representations and Warranties of the Shareholders. 12.1 Each Shareholder, severally and not jointly, Shareholder represents and warrants to the Company as followsother Shareholders that: (aA) Such Shareholder, if not a natural person, such Shareholder is a corporation, limited partnership, limited liability company or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation.in which it is organized; (bB) Such Shareholder (i) is competent, if he is a natural person, and (ii) has the full power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. (c) This Agreement has been duly and validly executed and delivered by such Shareholder. (d) The execution and delivery of this Agreement the related agreements to which it is a party by such Shareholder and the consummation performance of the transactions contemplated hereby by such Shareholder will not conflict with, result in the breach of any of the terms or conditions of, constitute a default under or violate, accelerate or permit the acceleration of any other similar right of any other party under, its obligations hereunder and thereunder: (1) are within the organizational documents powers of such Shareholder, if have been duly authorized by all necessary action, and do not and will not contravene any provision of law applicable to it is or any contractual restriction binding on or affecting it; (2) do not a natural personrequire any other approval, authorization, license, exemption from, consent of, or filing with, any lawgovernmental agency or authority, rule court or regulation any other third party except for those which have been duly obtained or made and are in full force and effect, and are not, and will not be, in contravention of the terms of such Shareholder’s organizational documents or any amendment thereof; (3) will not conflict with or result in any breach or contravention of or the creation of any lien under any agreement, lease, mortgage, note, bond, indenture, license instrument or other document or undertaking, undertaking to which such Shareholder is a party or by which it is bound; and (4) are and will be valid and legally binding obligations of such Shareholder enforceable against such Shareholder in accordance with the terms hereof or its properties may be boundthereof, nor will except as limited by bankruptcy, insolvency, reorganization or similar laws relating to or affecting generally the enforcement of creditors’ rights. (C) there is no action, suit, arbitration, investigation, Tax audit or proceeding pending, or to the actual knowledge of such executionShareholder, delivery and consummation violate threatened or contemplated against such Shareholder before any order, writ, injunction court or decree of any federal, state, local or foreign court, administrative agency nor is any substantial basis for any such litigation known to exist, which either questions the legality, validity or propriety of this Agreement or the transaction contemplated hereunder, or could materially affect its ability to carry out its obligations under this Agreement; and (D) such Shareholder has complied and is in compliance in all material respects with all applicable laws (including Tax laws), decrees and other similar documents and instruments of all courts and governmental authorities, bureaus and agencies, domestic and foreign, non-compliance with which could have a material adverse effect on the business, operations, financial condition or regulatory authority properties of such Shareholder, its Affiliates or body to which the Shareholder Company or any of his or its properties are subject, the effect of any of which, either individually or in the aggregate, would impair on the ability of such Shareholder to perform its obligations hereunderunder this Agreement.

Representations and Warranties of the Shareholders. Each Shareholderof the Shareholders, severally on its own behalf and not jointlyon behalf of any other Shareholders, hereby severally (and, for greater certainty, not jointly with any other Shareholders) represents and warrants to the Company Purchaser as followsfollows and acknowledges that the Purchaser is relying on such representations and warranties in connection with the transactions contemplated herein: (a) Such this Agreement has been, and each additional agreement or instrument required to be delivered by the Shareholder pursuant to this Agreement will be prior to the Time of Closing, duly authorized, executed and delivered by the Shareholder and each is, or will be at the Time of Closing, a legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms; (b) if the Shareholder is not a natural personan individual, the Shareholder is a corporation, limited partnership, limited liability company or other entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its formation. (b) Such Shareholder (i) is competent, if he is a natural person, organization and (ii) has the full corporate or other power and authority to execute, deliver and carry out the terms and provisions of enter into this Agreement and any other agreement to consummate which it is, or is to become, a party to pursuant to the transactions contemplated hereby terms hereof and has taken all necessary action to authorize the execution, delivery perform its obligations hereunder and performance of this Agreement.thereunder; (c) This Agreement has been duly and validly executed and delivered by such Shareholder. (d) The the execution and delivery of this Agreement by such Shareholder does not, and the consummation of the transactions contemplated hereby by such Transaction will not, (i) if the Shareholder will is not conflict withan individual, result in a breach or violation of the breach articles or by-laws of the Shareholder (or other constating documents of the Shareholder) or of any resolutions of the terms directors or conditions ofshareholders of the Shareholders, constitute a default under or violate, accelerate or permit the acceleration (ii) violate any provision of any other similar right of any other party under, the organizational documents of such Shareholder, if it is not a natural person, any law, rule applicable law or regulation or any judicial or administrative order, award, judgment or decree applicable to the Shareholders; (d) the Shareholder is the registered and beneficial owner of that number of Silver Hammer Shares set forth opposite the Shareholder’s name in Schedule “A” (such common shares comprising part of the Purchased Shares), free and clear of all liens, charges, mortgages, security interests, pledges, demands, claims and other encumbrances of any nature whatsoever; (e) except for the Purchaser’s rights hereunder, no person has any agreement or option or any right or privilege capable of becoming an agreement for the purchase of the Purchased Shares held or beneficially owned by the Shareholder and none of such common shares of Silver Hammer are subject to any voting trust, shareholders agreement, lease, mortgage, note, bond, indenture, license voting agreement or other document agreement with respect to the disposition or undertakingenjoyment of any rights of such common shares of Silver Hammer; (f) except for the Non-Resident Shareholders, to which such the Shareholder is party or by not a “non-resident” of Canada within the meaning of the Tax Act; (g) unless the Shareholder is a U.S. Shareholder and has completed and delivered a U.S. Representation Letter for U.S. Shareholders in the form attached hereto as Schedule “B” (in which such case the Shareholder or its properties may be boundmakes the representations, nor will such execution, delivery warranties and consummation violate any order, writ, injunction or decree of any federal, state, local or foreign court, administrative agency or governmental or regulatory authority or body covenants therein): (i) the offer to which purchase the Shareholder’s Purchased Shares was not made to the Shareholder when either the Shareholder or any of his beneficial purchaser for whom it is acting, if applicable, was in the United States; (ii) the Shareholder is not a U.S. Person, is not in the United States and is not acquiring the applicable Payment Shares on behalf of, or its properties are subjectfor the account or benefit of, a U.S. Person or a person in the United States; (iii) at the time this Agreement was executed and delivered by the Shareholder, the effect Shareholder was outside the United States; (iv) if the Shareholder is a corporation or entity, (A) a majority of the Shareholder’s voting equity is beneficially owned by persons resident outside the United States; and (B) the Shareholder’s affairs are wholly controlled and directed from outside of the United States; (v) the Shareholder or any beneficial purchaser for whom it is acting, if applicable, has no intention to distribute either directly or indirectly any of the Payment Shares in the United States, except in compliance with the U.S. Securities Act; and (vi) the current structure of this transaction and all transactions and activities contemplated in this Agreement is not a scheme by the Shareholder to avoid the registration requirements of the U.S. Securities Act and any applicable state securities laws; (h) Non-Resident Shareholders represent, warrant and/or acknowledge, as applicable, that: (i) the Payment Shares issuable hereunder have not been and will not be registered under the securities laws of any foreign jurisdiction and that the issuance of whichthe Payment Shares pursuant to the terms of this Agreement is being made in reliance on applicable exemptions; and (ii) the receipt of the Payment Shares by Non-Resident Shareholders does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger: (i) any obligation to prepare and file a prospectus or similar document, either individually or any other report with respect to such transfer; and (ii) any registration or other obligation on the part of Purchaser; (i) the Shareholder has not authorized any person to act as broker or finder or in any other similar capacity in connection with the aggregatetransactions contemplated by this Agreement, would impair that in any manner may or will impose liability on Silver Hammer or the ability Purchaser; and (j) to the knowledge of such the Shareholder, no representation or warranty of the Shareholder contained in this Agreement contains any untrue statement of a material fact or omits to perform its obligations hereunderstate a material fact necessary in order to make the statements contained herein or therein not misleading.

Representations and Warranties of the Shareholders. Each In order to induce the Buyer to enter into this Agreement, and to consummate the transactions contemplated hereby, each Shareholder, severally and not jointly, represents and warrants to the Company Buyer as follows: (a) Such ShareholderShareholder has all requisite corporate, if not a natural personpartnership or other (as the case may be) right, power and authority to execute and deliver this Agreement and each Collateral Agreement to which it is a corporationparty, limited partnershipto perform its obligations under this Agreement and each such Collateral Agreement, limited liability company and to consummate the transactions contemplated by this Agreement and each such Collateral Agreement. The execution, delivery and performance by such Shareholder of this Agreement and each Collateral Agreement to which it is a party and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate, partnership or other entity duly organized, validly existing and in good standing under (as the laws case may be) action on the part of the jurisdiction of its formationsuch Shareholder. (b) Such Shareholder (i) is competent, if he is a natural personowns of record and beneficially, and (ii) has the full power and authority to executevote, deliver and carry out all of the terms and provisions shares of this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this AgreementBuyer capital set forth opposite such Shareholder's name on Schedule 3.3 hereto. (c) This Agreement has been duly and validly executed each Collateral Agreement to which such Shareholder is a party is, or upon its execution and delivered by delivery will be, a valid and binding obligation of the Shareholder, enforceable against such ShareholderShareholder in accordance with the terms hereof or thereof. (d) The execution and Neither the execution, delivery or performance by such Shareholder of this Agreement or any Collateral Agreement to which such Shareholder is a party, nor the consummation by such Shareholder and the consummation of the transactions contemplated hereby or thereby, nor compliance by such Shareholder will not conflict with, result in the breach of with any of the terms provisions hereof or conditions of, constitute a default under or violate, accelerate or permit the acceleration of any other similar right of any other party under, the organizational documents of such Shareholder, if it is not a natural person, thereof will (i) violate any law, statute, rule or regulation or any agreementjudgment, lease, mortgage, note, bond, indenture, license or other document or undertaking, to which such Shareholder is party or by which such Shareholder or its properties may be bound, nor will such execution, delivery and consummation violate any order, writ, injunction or decree of any federalAuthority, statein each case applicable to such Shareholder or such Shareholder's assets or properties, local or foreign court(ii) with or without the passage of time or the giving of notice or both, administrative agency result in the breach of or governmental constitute a default or regulatory authority require any consent under, or body result in the creation of any Lien upon any property or assets of such Shareholder pursuant to any instrument or agreement to which the such Shareholder is a party or by which such Shareholder or any of his such Shareholder's properties may be bound or its properties are subjectaffected, except in each case where the effect of any of whichviolation, either individually conflict, breach or in the aggregate, would default could not reasonably be expected to delay or otherwise significantly impair the ability of the parties to consummate the transactions contemplated by this Agreement. (e) No filing with, and no permit, authorization, consent or approval of any Governmental Authority or any other Person is necessary for the consummation by such Shareholder of the transactions contemplated hereby. (f) In evaluating the suitability of an investment in the Buyer, such Shareholder has not relied upon any representations or other information (whether written or oral) from the Buyer, except as expressly set forth herein. Such Shareholder also acknowledges that it has relied solely upon the information contained herein and upon investigations made by it in making the decision to perform its obligations hereunderinvest in the Buyer.

Representations and Warranties of the Shareholders. Each Shareholder, Shareholder severally and as to itself but not jointly, jointly with the other Shareholders represents and warrants to the Company as followsthat: (a) Such Shareholder, if not a natural person, Shareholder is a corporation, limited partnership, limited liability company or other entity duly organized, organized and validly existing and in good standing under the laws of the its jurisdiction of organization and has all organizational powers required to carry on its formationbusiness as now conducted and as contemplated by this Agreement. (b) Such The execution, delivery and performance by such Shareholder (i) is competent, if he is a natural person, and (ii) has the full power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the consummation by such Shareholder of the transactions contemplated hereby are within such Shareholder’s organizational powers and has taken have been duly authorized by all necessary action on the part of such Shareholder. (c) This Agreement constitutes a valid and binding agreement of such Shareholder enforceable against such Shareholder in accordance with its terms (subject to authorize the applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity). (d) The execution, delivery and performance of this Agreement. Agreement and the consummation by such Shareholder of the transactions contemplated hereby (ci) This Agreement has do not require any consent or approval of, registration or filing with, or other action by, any Governmental Authority, except such as have been duly obtained and validly executed are in full force and delivered effect, (ii) will not violate any Applicable Law or the certificate of incorporation or bylaws or other similar organizational documents of such Shareholder or any order of any Governmental Authority by which such Shareholder or any of its Affiliates is bound, and (iii) will not violate or result in a default under any material agreement, judgment, injunction, order, decree or other instrument binding upon such Shareholder. (de) The execution and delivery As of this Agreement by the date hereof, except for the Common Shares set forth on Exhibit A, neither such Shareholder and the consummation of the transactions contemplated hereby by such Shareholder will not conflict with, result in the breach of nor any of the terms or conditions of, constitute a default under or violate, accelerate or permit the acceleration of its Affiliates beneficially owns any other similar right of any other party under, the organizational documents of such Shareholder, if it is not a natural person, any law, rule or regulation or any agreement, lease, mortgage, note, bond, indenture, license or other document or undertaking, to which such Shareholder is party or by which such Shareholder or its properties may be bound, nor will such execution, delivery and consummation violate any order, writ, injunction or decree of any federal, state, local or foreign court, administrative agency or governmental or regulatory authority or body to which the Shareholder or any of his or its properties are subject, the effect of any of which, either individually or in the aggregate, would impair the ability of such Shareholder to perform its obligations hereunderCompany Securities.