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

Representations and Warranties of the Shareholders. Each Holder hereby represents andwarrants to UP Scientech, severally and not jointly, that: (a) this Voting Agreement has been duly executed and delivered by each Shareholder and is the legal, valid and binding obligation of and fully enforceable in accordance with its terms against such Shareholder; (b) no consent of any governmental entity, beneficiary, co-trustee or other person is necessary for the execution, delivery and performance of this Voting Agreement by each Shareholder; (c) subsequent to the closing of the SSA, the Shareholders shall be the beneficial owners of twenty four million one hundred and twenty thousand (24,120,000) shares or collectively in excess of thirty five percent (35%) of the issued and outstanding voting shares of Abakan's common stock; (d) each Shareholder shall own the Subject Shares free and clear of any encumbrance other than this Voting Agreement and does not own, directly or indirectly, any other shares of Abakan's common stock or any option, warrant or other right to acquire any shares of Abakan's common stock; (e) each Shareholder shall have the power and right to vote all of the Subject Shares; (f) except as provided herein, each Shareholder has not (i) granted any power-of-attorney or other authorization or interest with respect to any of the Subject Shares, (ii) deposited any of the Subject Shares into a voting trust, or (iii) entered into any prior voting agreement or other arrangement with respect to any of the Subject Shares; and (g) the execution, delivery and performance of this Voting Agreement by the Shareholders does not and will not result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Shareholders are subject, or its constitutional documents in case of any Shareholder being a trust or foundation.

Representations and Warranties of the Shareholders. Each Holder Shareholder hereby represents andwarrants and warrants to UP Scientech, the Company and ION solely as to itself and severally and not jointly, thatjointly as follows: (a) Such Shareholder is the only record and beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Covered Shares, free and clear of Liens other than as created by this Voting Agreement, the Investors’ Rights Agreement and Permitted Liens. As of the date hereof, other than the Owned Shares, such Shareholder does not own beneficially or of record any share capital of ION (or any securities, including warrants exercisable, convertible or exchangeable into share capital of ION). (b) Such Shareholder (i) except as provided in this Agreement, has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to such Shareholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust or any other agreement or arrangement, including any proxy, consent or power of attorney, with respect to any of such Shareholder’s Covered Shares that is inconsistent with such Shareholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of such Shareholder’s Covered Shares that is inconsistent with such Shareholder’s obligations pursuant to this Agreement, and has no knowledge and is not aware of any such proxy or power of attorney in effect, and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement, and has no knowledge and is not aware of any such agreement or undertaking. (c) Such Shareholder (i) is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each such Shareholder and is the legal, constitutes a valid and binding obligation agreement of and fully such Shareholder enforceable against such Shareholder in accordance with its terms against such Shareholder;terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Applicable Legal Requirements affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (bd) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, if any, no consent filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such Shareholder from, or to be given by such Shareholder to, or be made by such Shareholder with, any governmental entityGovernmental Entity in connection with the execution, beneficiarydelivery and performance by such Shareholder of this Agreement, co-trustee the consummation of the transactions contemplated hereby or the Merger and the other person is necessary for transactions contemplated by the Merger Agreement. (e) The execution, delivery and performance of this Voting Agreement by each Shareholder; (c) subsequent to such Shareholder do not, and the closing consummation of the SSAtransactions contemplated hereby or the Merger and the other transactions contemplated by the Merger Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the Shareholders shall be the beneficial owners Organizational Documents of twenty four million one hundred and twenty thousand such Shareholder (24,120,000if such Shareholder is not a natural person), (ii) shares with or collectively in excess without notice, lapse of thirty five percent time or both, a breach or violation of, a termination (35%or right of termination) of or a default under, the issued and outstanding voting shares of Abakan's common stock; (d) each Shareholder shall own the Subject Shares free and clear loss of any encumbrance other than benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of such Shareholder pursuant to any Contract binding upon such Shareholder or, assuming (solely with respect to performance of this Voting Agreement and does not ownthe transactions contemplated hereby), compliance with the matters referred to in Section 6(d), under any Applicable Legal Requirements to which such Shareholder is subject or (iii) any change in the rights or obligations of any party under any Contract legally binding upon such Shareholder, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or indirectlychange that would not, any other shares of Abakan's common stock individually or any optionin the aggregate, warrant reasonably be expected to prevent or other right materially delay or impair such Shareholder’s ability to acquire any shares of Abakan's common stock; (e) each Shareholder shall have perform its obligations hereunder or to consummate the power and right to vote all transactions contemplated hereby, the consummation of the Subject Shares;Merger or the other transactions contemplated by the Merger Agreement. (f) except as provided herein, each Shareholder has not (i) granted any power-of-attorney or other authorization or interest with respect to any As of the Subject date of this Agreement, there is no action, proceeding or investigation pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder that questions the beneficial or record ownership of such Shareholder’s Owned Shares, (ii) deposited any that would reasonably be expected to question the validity of this Agreement or to prevent or materially impair, enjoin or delay the Subject Shares into a voting trust, ability of such Shareholder to perform its obligations under this Agreement or (iii) entered into any prior voting agreement or other arrangement with respect to any of consummate the Subject Shares; andtransactions contemplated hereby. (g) Such Shareholder is a sophisticated stockholder and has adequate information concerning the executionbusiness and financial condition of the Company and ION to make an informed decision regarding this Agreement and the other transactions contemplated by the Merger Agreement and has independently and based on such information as such Shareholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Shareholder acknowledges that the Company and ION have not made and do not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Such Shareholder acknowledges that the agreements contained herein with respect to the Covered Shares owned by such Shareholder are irrevocable. (h) Such Shareholder understands and acknowledges that ION and the Company are entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery and performance of this Voting Agreement by and the Shareholders does not representations, warranties, covenants and will not result in a violation other agreements of any lawsuch Shareholder contained herein. (i) No investment banker, rulebroker, regulation, order, judgment, injunction, decree finder or other restriction intermediary, other than Xxxxx and Company, LLC, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which ION or the Company is or will be liable in connection with the transactions contemplated hereby based upon arrangements made by or, to the knowledge of any court or governmental authority to which the Shareholders are subjectsuch Shareholder, or its constitutional documents in case on behalf of any Shareholder being a trust or foundationsuch Shareholder.

Representations and Warranties of the Shareholders. Each Holder Shareholder hereby represents andwarrants to UP Scientech, severally and not jointly, thatwarrants as follows: (a) Such Shareholder (i) is as of the date hereof, and, except as otherwise permitted pursuant to Section 1 hereof, shall be at all times during the term of this Voting Agreement, the indirect or direct beneficial owner of the Subject Shares set forth opposite such Shareholders’ name on Schedule A hereto (and AY Holdings is the indirect record owner through the registered holder which is Computershare DR Nominees Limited with respect to 7,405,262 Subject Shares and Cede & Co. with respect to 41,557,663 Subject Shares), free and clear of any Liens (other than (1) Permitted Liens, (2) Liens granted to one or more finance providers in connection with any financing facility to which the Shareholder and/or any of its Affiliates is a party, (3) written restrictions on transfer under applicable securities Laws, (4) this Agreement, (5) the Shareholders Agreement and (6) the Enhanced Cooperation Agreement; provided that such Liens shall not prevent, inhibit or restrict such Shareholder’s or any of its Affiliates’ ability to enter into this Agreement or vote in accordance with Section 2), and (ii) does not, nor do any of its Affiliates, own of record or beneficially own any Company Shares (or any securities convertible into or exercisable or exchangeable or redeemable for any Company Shares) other than as set forth opposite its name on Schedule A. Schedule A sets forth a true and complete list of all of the Subject Shares as of the date hereof. (b) Except with respect to obligations under the Company Organizational Documents, as applicable, AY Holdings has, as of the date hereof and will have at all times through the termination of this Agreement in accordance with Section 6, the sole right to Transfer, to vote (or cause to vote) and to direct (or cause to direct) the voting of the Subject Shares beneficially owned by the Shareholders as of the date hereof, and none of such Subject Shares are subject to any proxy, voting trust or other Contract, arrangement or restriction with respect to the Transfer or the voting of the Subject Shares (other than as set forth in the Shareholders Agreement and Enhanced Cooperation Agreement (but which such Contracts shall not prevent, inhibit or restrict such Shareholder’s or any of its Affiliates’ compliance with this Agreement (including Section 2), and restrictions on transfer under applicable securities Laws), except as set forth in this Agreement or the Transaction Agreement. Neither the Shareholders nor any of their Affiliates have entered into any Contract that is inconsistent with the terms of this Agreement or would in any way restrict, limit or interfere with the performance of the Shareholders’ obligations hereunder. (c) Such Shareholder (i) is duly organized, validly existing and in good standing under the Laws of Canada or Netherlands, as applicable, and (ii) has the requisite corporate, company, partnership or other power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and to comply with the terms hereof. The execution and delivery of this Agreement by each Shareholder, the consummation by each Shareholder of the transactions contemplated hereby and the compliance by each Shareholder with the provisions hereof have been duly authorized by all requisite corporate, company, partnership or other action on the part of each Shareholder, and no other corporate, company, partnership or other organizational proceedings on the part of each Shareholder are necessary to authorize this Agreement, to consummate the transactions contemplated hereby or to comply with the provisions hereof. (d) This Agreement has been duly and validly executed and delivered by each Shareholder and is the legalShareholder, constitutes a valid and binding obligation of each Shareholder and, assuming due authorization, execution and fully delivery by Xxxxx and the Company, is enforceable against each Shareholder in accordance with its terms against such Shareholder; (b) no consent of terms, subject to any governmental entity, beneficiary, co-trustee or other person is necessary for the execution, delivery and performance of this Voting Agreement by each Shareholder; (c) subsequent to the closing of the SSA, the Shareholders shall be the beneficial owners of twenty four million one hundred and twenty thousand (24,120,000) shares or collectively in excess of thirty five percent (35%) of the issued and outstanding voting shares of Abakan's common stock; (d) each Shareholder shall own the Subject Shares free and clear of any encumbrance other than this Voting Agreement and does not own, directly or indirectly, any other shares of Abakan's common stock or any option, warrant or other right to acquire any shares of Abakan's common stock;Enforceability Exceptions. (e) each Shareholder shall have The execution and delivery of this Agreement, the power and right to vote all consummation of the Subject Shares;transactions contemplated hereby and compliance with the provisions hereof do not and will not conflict with, or result in (i) any violation or breach of, or default (with or without notice or lapse of time, or both) under, any provision of the organizational documents of a Shareholder (ii) any violation or breach of, default (with or without notice or lapse of time, or both) under or conflict with any (1) Law or (2) Action applicable to a Shareholder or its properties or assets, or (3) any Contract or other legally binding instrument or obligation to which such Shareholder is a party or by which such Shareholder or its assets are bound, in the case of each of clauses (1) through (3), to the extent such violation, breach or other action would prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this Agreement or the actions of any of its Affiliates that such Shareholder has agreed to procure. No Consent of, or registration, declaration, notice or filing with, any Governmental Authority is necessary, under Applicable Law, for the consummation by the Shareholders of the transactions contemplated by this Agreement. (f) except as provided herein, each Shareholder has not (i) granted any power-of-attorney or other authorization or interest with With respect to each Shareholder, as of the date hereof, there is no Action pending against or, to the knowledge of such Shareholder, threatened in writing against it or any of the Subject Shares, its assets (ii) deposited any of including the Subject Shares into a voting trust, beneficially owned by such Shareholder) before or (iii) entered into by any prior voting agreement Governmental Authority that would reasonably be expected to prevent or other arrangement with respect to any materially delay or impair the consummation by such Shareholder of the Subject Shares; andtransactions contemplated by this Agreement and the Transaction Agreement or otherwise materially impair such Shareholder’s ability to perform its obligations hereunder. (g) No broker, finder, investment banker, financial advisor, or other Person is entitled to any brokerage, finder’s or other similar fee or commission, or the executionreimbursement of expenses, delivery and performance of this Voting Agreement from Bidco, the Company or their Affiliates (other than the Shareholders) in connection with the transactions contemplated hereby or by the Shareholders does not and will not result in Transaction Agreement based upon arrangements made by or on behalf of a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Shareholders are subject, or its constitutional documents in case of any Shareholder being a trust or foundationShareholder.

Representations and Warranties of the Shareholders. Each Holder of the Shareholders, and their respective Affiliates, hereby represents andwarrants and warrants to UP Scientech, severally and not jointly, thatthe Company as follows: (a) The Shareholders have the requisite power and authority to execute, deliver and perform this Voting Agreement and to consummate the transactions contemplated hereby. The Shareholders are competent to execute and deliver this Agreement, to perform their obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Shareholders and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Shareholders and this Agreement has been duly executed and delivered by each Shareholder or on behalf of the Shareholders and is the legal, constitutes a valid and legally binding obligation of and fully the Shareholders, enforceable against each Shareholder in accordance with its terms against such Shareholderterms; (b) no consent The Shareholders are the beneficial owner of 6,683,540 shares of Company Common Stock and such Shares constitute the Shareholders’ entire interest in the outstanding Company Common Stock. No person or entity not a signatory to this Agreement has a beneficial interest in or a right to acquire the Shares or any governmental entity, beneficiary, co-trustee or other person is necessary for the execution, delivery and performance of this Voting Agreement by each Shareholder; (c) subsequent to the closing portion of the SSA, the Shareholders shall be the beneficial owners of twenty four million one hundred and twenty thousand (24,120,000) shares or collectively in excess of thirty five percent (35%) Shares. As of the issued and outstanding voting shares date hereof, all of Abakan's common stock; (d) each Shareholder shall own the Subject Shares are free and clear of any encumbrance other than this Voting Agreement liens, claims, encumbrances, mortgages, security interests and does not own, directly or indirectly, charges of any other shares of Abakan's common stock or any option, warrant or other right to acquire any shares of Abakan's common stock; (e) each Shareholder shall have the power and right to vote all of the Subject Shares; (f) except as provided herein, each Shareholder has not (i) granted any power-of-attorney or other authorization or interest with respect to any of the Subject Shares, (ii) deposited any of the Subject Shares into a voting trust, or (iii) entered into any prior voting agreement or other arrangement with respect to any of the Subject Sharesnature whatsoever; and (gc) the execution, The execution and delivery and performance of this Voting Agreement by the Shareholders does not not, and the performance of this Agreement by the Shareholders will not not, (i) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity or any other person by the Shareholder, except (A) as provided in the Merger Agreement, or (B) filings with the SEC of such reports or other furnished or filed materials under the Exchange Act as may be required in connection with the execution and delivery of this Agreement and the transactions contemplated hereby; (ii) conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, the Company’s Articles of Incorporation, Bylaws or any other agreement to which any of the Shareholders are a violation of party, including any lawprior proxy, rulevoting agreement, regulationshareholder agreement, voting trust, trust agreement, pledge agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license; or (iii) conflict with or violate any judgment, order, judgmentnotice, injunctiondecree, decree statute, law, ordinance, rule or other restriction regulation applicable to any of any court or governmental authority to which the Shareholders are subjector to any of the Shareholders’ property or assets, except in the cases of (ii) and (iii) above where such conflicts or its constitutional documents in case violations would not reasonably be expected to prevent or materially impede or delay consummation of any Shareholder being a trust the Merger or foundationthe other transactions contemplated by the Merger Agreement or consummation of the transactions contemplated by this Agreement.

Representations and Warranties of the Shareholders. Each Holder hereby represents andwarrants to UP Scientechof the Shareholders, severally on its own behalf and not jointlyon behalf of any other Shareholder, thathereby severally (and, for greater certainty, not jointly with any other Shareholder) represents and warrants to the Purchaser as follows and acknowledges that the Purchaser is relying on such representations and warranties in connection with the transactions contemplated herein: (a) this Voting Agreement has been 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 each the Shareholder and is each is, or will be at the Time of Closing, a legal, valid and binding obligation of and fully the Shareholder, enforceable against the Shareholder in accordance with its terms against such Shareholderterms; (b) no consent if the Shareholder is not an individual, the Shareholder is validly existing under the laws of any governmental entity, beneficiary, co-trustee its jurisdiction of organization and has the corporate or other person power to enter into this Agreement and any other agreement to which it is, or is necessary for to become, a party to pursuant to the execution, delivery terms hereof and performance of this Voting Agreement by each Shareholderto perform its obligations hereunder and thereunder; (c) subsequent the execution and delivery of this Agreement does not, and the consummation of the Transaction will not violate any provision of any applicable law or regulation or any judicial or administrative order, award, judgment or decree applicable to the closing of the SSA, the Shareholders shall be the beneficial owners of twenty four million one hundred and twenty thousand (24,120,000) shares or collectively in excess of thirty five percent (35%) of the issued and outstanding voting shares of Abakan's common stockShareholder; (d) each the Shareholder shall own is the Subject Shares registered and beneficial owner of that number of common shares of Mydecine 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 encumbrance other than this Voting Agreement and does not own, directly or indirectly, any other shares of Abakan's common stock or any option, warrant or other right to acquire any shares of Abakan's common stocknature whatsoever; (e) each Shareholder shall have except for the power and Purchaser’s rights hereunder, no person has any agreement or option or any right to vote all or privilege capable of becoming an agreement for the purchase of the Subject common shares of Mydecine (namely the Purchased Shares), held or beneficially owned by the Shareholder and none of such common shares of Mydecine are subject to any voting trust, shareholders agreement, voting agreement or other agreement with respect to the disposition or enjoyment of any rights of such common shares of Mydecine; (f) no consent, approval, order or authorization of, or registration or declaration with, any applicable Governmental Authority with jurisdiction over the Shareholder is 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 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 provided hereinDisclosed by the Shareholder to the Purchaser the Shareholder is not a “non- resident” of Canada within the meaning of the Tax Act; (h) Non-Resident Shareholders represent, each 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 the 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, 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 (i) granted authorized any power-of-attorney person to act as broker or finder or in any other authorization similar capacity in connection with the transactions contemplated by this Agreement, that in any manner may or interest with respect to any of will impose liability on Mydecine or the Subject Shares, (ii) deposited any of the Subject Shares into a voting trust, or (iii) entered into any prior voting agreement or other arrangement with respect to any of the Subject SharesPurchaser; and (gj) to the executionknowledge of the Shareholder, delivery and performance no representation or warranty of the Shareholder contained in this Voting Agreement by contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the Shareholders does statements contained herein or therein not and will not result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Shareholders are subject, or its constitutional documents in case of any Shareholder being a trust or foundationmisleading.

Representations and Warranties of the Shareholders. Each Holder hereby represents andwarrants to UP Scientechof the Shareholders, severally on its own behalf and not jointlyon behalf of any other Shareholder, thathereby severally (and, for greater certainty, not jointly with any other Shareholder) represents and warrants to the Purchaser as follows and acknowledges that the Purchaser is relying on such representations and warranties in connection with the transactions contemplated herein: (a) this Voting Agreement has been been, and each additional agreement or instrument required to be delivered pursuant to this Agreement will be prior to the Closing Time, duly authorized, executed and delivered by each the Shareholder and is each is, or will be at the Closing Time, a legal, valid and binding obligation of and fully the Shareholder, enforceable against the Shareholder in accordance with its terms against such Shareholderterms; (b) no consent if the Shareholder is not an individual, the Shareholder is validly existing under the laws of any governmental entity, beneficiary, co-trustee its jurisdiction of organization and has the corporate or other person power to enter into this Agreement and any other agreement to which it is, or is necessary for to become, a party to pursuant to the execution, delivery terms hereof and performance of this Voting Agreement by each Shareholderto perform its obligations hereunder and thereunder; (c) subsequent the execution and delivery of this Agreement does not, and the consummation of the Transaction will not: (i) if the Shareholder 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, or (ii) violate any provision of any applicable law or regulation or any judicial or administrative order, award, judgment or decree applicable to the closing of the SSA, the Shareholders shall be the beneficial owners of twenty four million one hundred and twenty thousand (24,120,000) shares or collectively in excess of thirty five percent (35%) of the issued and outstanding voting shares of Abakan's common stockShareholder; (d) each the Shareholder shall own is the Subject registered and beneficial owner of that number of Beyond Oil Shares, as the case may be, set forth opposite the Shareholder’s name in Schedule “A” (such Beyond Oil Shares comprising part of the Purchased Shares), free and clear of any encumbrance other than this Voting Agreement and does not own, directly or indirectly, any other shares of Abakan's common stock or any option, warrant or other right to acquire any shares of Abakan's common stockall Liens; (e) each Shareholder shall have except for the power and Purchaser’s rights hereunder, no person has any agreement or option or any right to vote all or privilege capable of becoming an agreement for the purchase of the Subject Beyond Oil Shares (namely the Purchased Shares) held or beneficially owned by the Shareholder and none of such Beyond Oil Shares are subject to any voting trust, shareholders agreement, voting agreement or other agreement with respect to the disposition or enjoyment of any rights of such Beyond Oil Shares; (f) there is no pending or threatened legal, administrative, arbitral or other proeceding, claim, mediation, suit or action, or governmental, regulatory or similar investigation or audit against the Shareholder that could reasonably be expected to have an effect on the Shareholder’s Beyond Oil Shares, or otherwise that may have the effect of challenging, preventing, delaying, making illegal or otherwise interfering with the transactions contemplated under this Agreement; (g) no consent, approval, order or authorization of, or registration or declaration with, any applicable Governmental Authority with jurisdiction over the Shareholder is 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 as 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; (h) the respective diligence materials provided hereinin written form, each if any, whether in a data room or via alternate electronic deliveries, including e-mail and similar applications, provided by the Shareholder to the Purchaser or Beyond Oil for the purpose of determining the terms of the Transaction are true and correct in all material respects; (i) the Shareholder is a “non-resident” of Canada within the meaning of the Tax Act, and Purchased Shares do not constitute “taxable Canadian property” within the meaning of the Tax Act; (j) if the Shareholder is a holder of any Target PubCo Options, such Shareholder remains eligible to hold the Target PubCo Options under the terms of the Beyond Oil Option Plan. Such Shareholder has not (i) committed any act or omission which would result in the termination of the Target PubCo Options or any default under the terms of any agreement or certificate governing the Target PubCo Options or the Beyond Oil Option Plan. Such Shareholder further has not encumbered in any way, or granted any power-of-attorney or other authorization or interest rights to another party, with respect to the Target PubCo Options; (k) where a person is an owner or holder of Target Pubco Options, or will otherwise and in any capacity receive Resulting Issuer Options, restricted shares or other payment or deliverable of any description in accordance with this Agreement, other than as mere owner of Purchased Shares, such person has not provided any services of any description at any time in Canada, and for greater certainty is not receiving any such Resulting Issuer Options, restricted shares or other payment or deliverable (as the case may be) in respect of services rendered or to be rendered in Canada; (l) the offer to purchase the Shareholder’s Purchased Shares, as the case may be, was not made to the Shareholder when either the Shareholder or any beneficial purchaser for whom it is acting, if applicable, was in the United States; (m) 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 for the account or benefit of, a U.S. Person or a person in the United States; (n) at the time this Agreement was executed and delivered by the Shareholder, the Shareholder was outside the United States; (o) 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; (p) 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 Subject SharesPayment Shares in the United States, except in compliance with the United States. Securities Act of 1933; (iiq) deposited any the current structure of this transaction and all transactions and activities contemplated in this Agreement is not a scheme to avoid the registration requirements of the Subject Shares into a voting trustUnited States Securities Act of 1933 and any applicable state securities laws; (r) other than the Finders, the Shareholder has not authorized any person to act as broker or (iii) entered into finder or in any prior voting agreement other similar capacity in connection with the transactions contemplated by this Agreement, that in any manner may or other arrangement with respect to any of will impose liability on Beyond Oil or the Subject SharesPurchaser; and (gs) no representation or warranty of the execution, delivery and performance Shareholder contained in this Agreement contains any untrue statement of this Voting Agreement by a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. Each of the Shareholders does not acknowledges and will not result in agrees that the Shareholders Representatives must deliver a violation certificate to the Purchaser on behalf of all Shareholders at the Closing Time certifying that the above representations and warranties remain true and correct as at the Closing Time, and as such each Shareholder agrees to immediately alert the Shareholders Representatives of any lawcircumstance that would or may cause one of the representations and warranties contained in this Section 6.02 to be false, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Shareholders are subjectmisleading, or its constitutional documents incomplete in case of any Shareholder being a trust or foundationmanner whatsoever.

Representations and Warranties of the Shareholders. Each Holder hereby represents andwarrants to UP Scientechof the Shareholders, severally on its own behalf and not jointlyon behalf of any other Shareholder, thathereby severally (and, for greater certainty, not jointly with any other Shareholder) represents and warrants to the Purchaser as follows and acknowledges that the Purchaser is relying on such representations and warranties in connection with the transactions contemplated herein: (a) this Voting Agreement has been 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 each the Shareholder and is each is, or will be at the Time of Closing, a legal, valid and binding obligation of and fully the Shareholder, enforceable against the Shareholder in accordance with its terms against such Shareholderterms; (b) no consent if the Shareholder is not an individual, the Shareholder is validly existing under the laws of any governmental entity, beneficiary, co-trustee its jurisdiction of organization and has the corporate or other person power to enter into this Agreement and any other agreement to which it is, or is necessary for to become, a party to pursuant to the execution, delivery terms hereof and performance of this Voting Agreement by each Shareholderto perform its obligations hereunder and thereunder; (c) subsequent the execution and delivery of this Agreement does not, and the consummation of the Transaction will not violate any provision of any applicable law or regulation or any judicial or administrative order, award, judgment or decree applicable to the closing of the SSA, the Shareholders shall be the beneficial owners of twenty four million one hundred and twenty thousand (24,120,000) shares or collectively in excess of thirty five percent (35%) of the issued and outstanding voting shares of Abakan's common stockShareholder; (d) each the Shareholder shall own is the Subject Shares registered and beneficial owner of that number of common shares of MindLeap 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 encumbrance other than this Voting Agreement and does not own, directly or indirectly, any other shares of Abakan's common stock or any option, warrant or other right to acquire any shares of Abakan's common stocknature whatsoever; (e) each Shareholder shall have except for the power and Purchaser’s rights hereunder, no person has any agreement or option or any right to vote all or privilege capable of becoming an agreement for the purchase of the Subject common shares of MindLeap (namely the Purchased Shares), held or beneficially owned by the Shareholder; (f) no consent, approval, order or authorization of, or registration or declaration with, any applicable Governmental Authority with jurisdiction over the Shareholder is 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 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 provided hereinDisclosed by the Shareholder to the Purchaser the Shareholder is not a “non- resident” of Canada within the meaning of the Tax Act; (h) Non-Resident Shareholders represent, each 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 the 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, 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 (i) granted authorized any power-of-attorney person to act as broker or finder or in any other authorization similar capacity in connection with the transactions contemplated by this Agreement, that in any manner may or interest with respect to any of will impose liability on MindLeap or the Subject Shares, (ii) deposited any of the Subject Shares into a voting trust, or (iii) entered into any prior voting agreement or other arrangement with respect to any of the Subject SharesPurchaser; and (gj) to the executionknowledge of the Shareholder, delivery and performance no representation or warranty of the Shareholder contained in this Voting Agreement by contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the Shareholders does statements contained herein or therein not and will not result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Shareholders are subject, or its constitutional documents in case of any Shareholder being a trust or foundationmisleading.

Representations and Warranties of the Shareholders. Each Holder hereby represents andwarrants to UP Scientechof the Shareholders, severally on its own behalf and not jointlyon behalf of any other Shareholder, thathereby severally (and, for greater certainty, not jointly with any other Shareholder) represents and warrants to the Purchaser as follows and acknowledges that the Purchaser is relying on such representations and warranties in connection with the transactions contemplated herein: (a) this Voting Agreement has been 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 each the Shareholder and is each is, or will be at the Time of Closing, a legal, valid and binding obligation of and fully the Shareholder, enforceable against the Shareholder in accordance with its terms against such Shareholderterms; (b) no consent if the Shareholder is not an individual, the Shareholder is validly existing under the laws of any governmental entity, beneficiary, co-trustee its jurisdiction of organization and has the corporate or other person power to enter into this Agreement and any other agreement to which it is, or is necessary for to become, a party to pursuant to the execution, delivery terms hereof and performance of this Voting Agreement by each Shareholderto perform its obligations hereunder and thereunder; (c) subsequent the execution and delivery of this Agreement does not, and the consummation of the Transaction will not, (i) if the Shareholder 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, or (ii) violate any provision of any applicable law or regulation or any judicial or administrative order, award, judgment or decree applicable to the closing of the SSA, the Shareholders shall be the beneficial owners of twenty four million one hundred and twenty thousand (24,120,000) shares or collectively in excess of thirty five percent (35%) of the issued and outstanding voting shares of Abakan's common stockShareholder; (d) each the Shareholder shall own is the Subject Shares registered and beneficial owner of that number of common shares of Lexington 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 encumbrance other than this Voting Agreement and does not own, directly or indirectly, any other shares of Abakan's common stock or any option, warrant or other right to acquire any shares of Abakan's common stocknature whatsoever; (e) each Shareholder shall have except for the power and Purchaser’s rights hereunder, no person has any agreement or option or any right to vote all or privilege capable of becoming an agreement for the purchase of the Subject common shares of Lexington (namely the Purchased Shares), held or beneficially owned by the Shareholder and none of such common shares of Lexington are subject to any voting trust, shareholders agreement, voting agreement or other agreement with respect to the disposition or enjoyment of any rights of such common shares of Lexington; (f) no consent, approval, order or authorization of, or registration or declaration with, any applicable Governmental Authority with jurisdiction over the Shareholder is 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 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 for the Non-Resident Shareholders, the Shareholder is not a “non-resident” of Canada within the meaning of the Tax Act; (h) 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 provided hereinSchedule “D” (in which case the Shareholder makes the representations, each warranties and covenants therein), represents and warrants that: i. the offer to purchase the Shareholder’s Purchased Shares, as the case may be, was not made to the Shareholder when either the Shareholder or any 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 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 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 to avoid the registration requirements of the U.S. Securities Act and any applicable state securities laws; (i) 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 the 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, 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 (i) granted authorized any power-of-attorney person to act as broker or finder or in any other authorization similar capacity in connection with the transactions contemplated by this Agreement, that in any manner may or interest with respect to any of will impose liability on Lexington or the Subject Shares, (ii) deposited any of the Subject Shares into a voting trust, or (iii) entered into any prior voting agreement or other arrangement with respect to any of the Subject SharesPurchaser; and (gk) to the executionknowledge of the Shareholder, delivery and performance no representation or warranty of the Shareholder contained in this Voting Agreement by contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the Shareholders does statements contained herein or therein not and will not result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Shareholders are subject, or its constitutional documents in case of any Shareholder being a trust or foundationmisleading.

Representations and Warranties of the Shareholders. Each Holder hereby represents andwarrants to UP ScientechShareholder, severally and not jointly, thathereby represents and warrants to Acquiror as to itself as follows: (a) Such Shareholder is the only record and beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Covered Shares, free and clear of Liens other than as created by this Voting Agreement or the organizational documents of the Company (including, for the purposes hereof, any agreements between or among shareholders of the Company). As of the date hereof, other than the Owned Shares, such Shareholder does not own beneficially or of record any Company Shares (or any securities convertible into Company Shares) or any interest therein. (b) Such Shareholder (i) except as provided in this Agreement, has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to such Shareholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust with respect to any of such Shareholder’s Covered Shares that is inconsistent with such Shareholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of such Shareholder’s Covered Shares that is inconsistent with such Shareholder’s obligations pursuant to this Agreement, and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. (c) Such Shareholder affirms that (i) if such Shareholder is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby, and (ii) if such Shareholder is not a natural person, (A) it is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization and (B) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each such Shareholder and is the legal, constitutes a valid and binding obligation agreement of and fully such Shareholder enforceable against such Shareholder in accordance with its terms against such Shareholder;terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (bd) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under Law, no consent filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such Shareholder from, or to be given by such Shareholder to, or be made by such Shareholder with, any governmental entityGovernmental Authority in connection with the execution, beneficiarydelivery and performance by such Shareholder of this Agreement, co-trustee or other person is necessary for the consummation of the transactions contemplated hereby. (e) The execution, delivery and performance of this Voting Agreement by each Shareholder; (c) subsequent to such Shareholder do not, and the closing consummation of the SSAtransactions contemplated hereby or the Transactions and the other transactions contemplated by the BCA will not, constitute or result in (i) a breach or violation of, or a default under, the Shareholders shall be the beneficial owners limited liability company agreement or similar governing documents of twenty four million one hundred and twenty thousand such Shareholder (24,120,000if such Shareholder is not a natural person), (ii) shares with or collectively in excess without notice, lapse of thirty five percent time or both, a breach or violation of, a termination (35%or right of termination) of or a default under, the issued and outstanding voting shares of Abakan's common stock; (d) each Shareholder shall own the Subject Shares free and clear loss of any encumbrance other than benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of such Shareholder pursuant to any Contract binding upon such Shareholder or, assuming (solely with respect to performance of this Voting Agreement and does not ownthe transactions contemplated hereby), compliance with the matters referred to in this Section 5(e), under any applicable Law to which such Shareholder is subject or (iii) any change in the rights or obligations of any party under any Contract legally binding upon such Shareholder, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or indirectlychange that would not, any other shares of Abakan's common stock individually or any optionin the aggregate, warrant reasonably be expected to prevent or other right materially delay or impair such Shareholder’s ability to acquire any shares of Abakan's common stock; (e) each Shareholder shall have perform its obligations hereunder or to consummate the power and right to vote all transactions contemplated hereby, the consummation of the Subject Shares;Transactions or the other transactions contemplated by the BCA. (f) except as provided herein, each Shareholder has not (i) granted any power-of-attorney or other authorization or interest with respect to any As of the Subject date of this Agreement, there is no action, proceeding or investigation pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder that questions the beneficial or record ownership of such Shareholder’s Owned Shares, (ii) deposited any the validity of this Agreement or the Subject Shares into a voting trust, or (iii) entered into any prior voting agreement or other arrangement with respect to any performance by such Shareholder of the Subject Shares; andits obligations under this Agreement. (g) Such Shareholder understands and acknowledges that Acquiror is entering into the execution, BCA in reliance upon such Shareholder’s execution and delivery and performance of this Voting Agreement by and the Shareholders does representations, warranties, covenants and other agreements of such Shareholder contained herein. (h) Such Shareholder acknowledges that none of Acquiror, the Company, their affiliates or their respective officers, directors, partners, members or employees makes any representation or warranty with respect to, and shall have no responsibility with respect to, the solvency, financial condition or business operations or financial statements of PubCo, except as set forth in the BCA and its filings with the SEC. Such Shareholder supports the BCA for its own account based on information currently available to such Shareholder (the “Current Information”). Based on such Current Information, the Shareholder has evaluated the merits and risks of the terms set forth in the BCA on its own and without reliance upon Acquiror (other than with respect to the representations, warranties and covenants set forth in the BCA and the Acquiror’s filings with the SEC). Such Shareholder is an “accredited investor,” as that term is defined in Rule 501(a) or Regulation D under the Securities Act. Such Shareholder is not, and is not and will not result acting on behalf of, an employee benefit plan or “benefit plan investor” within the purview of ERISA, or otherwise using “plan assets” (within the meaning of ERISA). Nothing in a violation this sub-section 4(h) shall diminish the provisions of any lawother part of this Agreement or any applicable Law. (i) No investment banker, rulebroker, regulation, order, judgment, injunction, decree finder or other restriction of intermediary is entitled to any court broker’s, finder’s, financial advisor’s or governmental authority to other similar fee or commission for which Acquiror or the Shareholders are subjectCompany is or will be liable in connection with the transactions contemplated hereby based upon arrangements made by such Shareholder in his, her or its constitutional documents capacity as a Shareholder or, to the knowledge of such Shareholder, on behalf of such Shareholder in case of any Shareholder being his, her or its capacity as a trust or foundationShareholder.

Representations and Warranties of the Shareholders. Each Holder hereby represents andwarrants to UP Scientechof the Shareholders, severally on its own behalf and not jointlyon behalf of any other Shareholders, thathereby severally (and, for greater certainty, not jointly with any other Shareholders) represents and warrants to the Purchaser as follows and acknowledges that the Purchaser is relying on such representations and warranties in connection with the transactions contemplated herein: (a) this Voting Agreement has been 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 Shareholder and is is, or will be at the Time of Closing, a legal, valid and binding obligation of and fully the Shareholders, enforceable against the Shareholders in accordance with its terms against such Shareholderterms; (b) no consent if the Shareholders is not an individual, the Shareholders is validly existing under the laws of any governmental entity, beneficiary, co-trustee its jurisdiction of organization and has the corporate or other person power to enter into this Agreement and any other agreement to which it is, or is necessary for to become, a party to pursuant to the execution, delivery terms hereof and performance of this Voting Agreement by each Shareholderto perform its obligations hereunder and thereunder; (c) subsequent the execution and delivery of this Agreement does not, and the consummation of the Transaction will not, (i) if the Shareholders is not an individual, result in a breach or violation of the articles or by-laws of the Shareholders (or other constating documents of the Shareholder) or of any resolutions of the directors or shareholders of the Shareholders, or (ii) violate any provision of any applicable law or regulation or any judicial or administrative order, award, judgment or decree applicable to the closing of the SSA, the Shareholders shall be the beneficial owners of twenty four million one hundred and twenty thousand (24,120,000) shares or collectively in excess of thirty five percent (35%) of the issued and outstanding voting shares of Abakan's common stockShareholders; (d) each the Shareholder shall own is the Subject Shares registered and beneficial owner of that number of AlphaMind 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 encumbrance other than this Voting Agreement and does not own, directly or indirectly, any other shares of Abakan's common stock or any option, warrant or other right to acquire any shares of Abakan's common stocknature whatsoever; (e) each Shareholder shall have other than as Disclosed, except for the power and Purchaser’s rights hereunder, no person has any agreement or option or any right to vote all or privilege capable of becoming an agreement for the purchase of the Subject SharesPurchased Shares held or beneficially owned by the Shareholder and none of such common shares of AlphaMind are subject to any voting trust, shareholders agreement, voting agreement or other agreement with respect to the disposition or enjoyment of any rights of such common shares of AlphaMind; (f) no consent, approval, order or authorization of, or registration or declaration with, any applicable Governmental Authority with jurisdiction over the Shareholder is required to be obtained by the Shareholders 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) except for the Non-Resident Shareholders, the Shareholder is not a “non-resident” of Canada within the meaning of the Tax Act; (h) 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 provided hereinSchedule “C” (in which case the Shareholder makes the representations, each Shareholder has not warranties and covenants therein): (i) granted the offer to purchase the Shareholder’s Purchased Shares or Earn Out Shares, as the case may be, was not made to the Shareholder when either the Shareholder or any powerbeneficial 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 Earn-Out Shares on behalf of-attorney , or other authorization for the account or interest with respect 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 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 Subject SharesPayment Shares or Earn-Out Shares in the United States, (ii) deposited any of except in compliance with the Subject Shares into a voting trust, or (iii) entered into any prior voting agreement or other arrangement with respect to any of the Subject SharesU.S. Securities Act; and (gvi) the execution, delivery and performance current structure of this Voting 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) Non-Resident Shareholders represent, warrant and/or acknowledge, as applicable, that: (i) the Payment Shares and any Earn Out Shares 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 and, if applicable, Earn Out Shares, pursuant to the terms of this Agreement is being made in reliance on applicable exemptions; and (ii) the receipt of the Payment Shares and, if applicable, Earn Out Shares by Non- Resident Shareholders does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and will does not result in trigger: (i) any obligation to prepare and file a violation of prospectus or similar document, or any law, rule, regulation, order, judgment, injunction, decree other report with respect to such transfer; and (ii) any registration or other restriction obligation on the part of Purchaser; (j) the Shareholder has not authorized any court person to act as broker or governmental authority finder or in any other similar capacity in connection with the transactions contemplated by this Agreement, that in any manner may or will impose liability on AlphaMind or the Purchaser; and (k) to which the Shareholders are subjectknowledge of the Shareholder, no representation or its constitutional documents warranty of the Shareholder contained in case this Agreement contains any untrue statement of any Shareholder being a trust material fact or foundationomits to state a material fact necessary in order to make the statements contained herein or therein not misleading.

Representations and Warranties of the Shareholders. Each Holder hereby represents andwarrants to UP Scientechof the Shareholders, severally on its own behalf and not jointlyon behalf of any other Shareholders, thathereby severally (and, for greater certainty, not jointly with any other Shareholders) represents and warrants to the Purchaser as follows and acknowledges that the Purchaser is relying on such representations and warranties in connection with the transactions contemplated herein: (a) this Voting Agreement has been 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 Shareholder and is is, or will be at the Time of Closing, a legal, valid and binding obligation of and fully the Shareholders, enforceable against the Shareholders in accordance with its terms against such Shareholderterms; (b) no consent if the Shareholders is not an individual, the Shareholders is validly existing under the laws of any governmental entity, beneficiary, co-trustee its jurisdiction of organization and has the corporate or other person power to enter into this Agreement and any other agreement to which it is, or is necessary for to become, a party to pursuant to the execution, delivery terms hereof and performance of this Voting Agreement by each Shareholderto perform its obligations hereunder and thereunder; (c) subsequent the execution and delivery of this Agreement does not, and the consummation of the Transaction will not, (i) if the Shareholders is not an individual, result in a breach or violation of the articles or by-laws of the Shareholders (or other constating documents of the Shareholder) or of any resolutions of the directors or shareholders of the Shareholders, or (ii) violate any provision of any applicable law or regulation or any judicial or administrative order, award, judgment or decree applicable to the closing of the SSA, the Shareholders shall be the beneficial owners of twenty four million one hundred and twenty thousand (24,120,000) shares or collectively in excess of thirty five percent (35%) of the issued and outstanding voting shares of Abakan's common stockShareholders; (d) each the Shareholder shall own is (or will be) the Subject Shares registered and beneficial owner of that number of Xxxxx 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 encumbrance other than this Voting Agreement and does not own, directly or indirectly, any other shares of Abakan's common stock or any option, warrant or other right to acquire any shares of Abakan's common stocknature whatsoever; (e) each Shareholder shall have other than as Disclosed, except for the power and Purchaser’s rights hereunder, no person has any agreement or option or any right to vote all or privilege capable of becoming an agreement for the purchase of the Subject SharesPurchased Shares held or beneficially owned by the Shareholder and none of such common shares of Rosey are subject to any voting trust, shareholders agreement, voting agreement or other agreement with respect to the disposition or enjoyment of any rights of such common shares of Xxxxx; (f) no consent, approval, order or authorization of, or registration or declaration with, any applicable Governmental Authority with jurisdiction over the Shareholder is required to be obtained by the Shareholders 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) except for the Non-Resident Shareholders, the Shareholder is not a “non-resident” of Canada within the meaning of the Tax Act; (h) 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 provided hereinSchedule “C” (in which case the Shareholder makes the representations, each Shareholder has not warranties and covenants therein): (i) granted the offer to purchase the Shareholder’s Purchased Shares was not made to the Shareholder when either the Shareholder or any power-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-attorney , or other authorization for the account or interest with respect 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 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 Subject SharesPayment Shares in the United States, (ii) deposited any of except in compliance with the Subject Shares into a voting trust, or (iii) entered into any prior voting agreement or other arrangement with respect to any of the Subject SharesU.S. Securities Act; and (gvi) the execution, delivery and performance current structure of this Voting 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) 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 the 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 will does not result in trigger: (i) any obligation to prepare and file a violation of prospectus or similar document, or any law, rule, regulation, order, judgment, injunction, decree other report with respect to such transfer; and (ii) any registration or other restriction obligation on the part of Purchaser; (j) the Shareholder has not authorized any court person to act as broker or governmental authority finder or in any other similar capacity in connection with the transactions contemplated by this Agreement, that in any manner may or will impose liability on Rosey or the Purchaser; and (k) to which the Shareholders are subjectknowledge of the Shareholder, no representation or its constitutional documents warranty of the Shareholder contained in case this Agreement contains any untrue statement of any Shareholder being a trust material fact or foundationomits to state a material fact necessary in order to make the statements contained herein or therein not misleading.

Representations and Warranties of the Shareholders. Each Holder Other than as Disclosed, each of the Shareholders, on its own behalf and not on behalf of any other Shareholders, hereby represents andwarrants to UP Scientech, severally and proportionally based on its ownership of Purchased Shares (and, for greater certainty, not jointly, thatjointly with any other Shareholders) represents and warrants to the Purchaser as follows and acknowledges that the Purchaser is relying on such representations and warranties in connection with the transactions contemplated herein: (a) this Voting Agreement has been 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 Shareholder and is is, or will be at the Time of Closing, a legal, valid and binding obligation of and fully the Shareholders, enforceable against the Shareholders in accordance with its terms against such Shareholderterms; (b) no consent if the Shareholder is not an individual, the Shareholder is validly existing under the laws of any governmental entity, beneficiary, co-trustee its jurisdiction of organization and has the corporate or other person power to enter into this Agreement and any other agreement to which it is, or is necessary for to become, a party to pursuant to the execution, delivery terms hereof and performance of this Voting Agreement by each Shareholderto perform its obligations hereunder and thereunder; (c) subsequent the execution and delivery of this Agreement does not, and the consummation of the Transaction will not, (i) if the Shareholder 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, or (ii) violate any provision of any applicable law or regulation or any judicial or administrative order, award, judgment or decree applicable to the closing of the SSA, the Shareholders shall be the beneficial owners of twenty four million one hundred and twenty thousand (24,120,000) shares or collectively in excess of thirty five percent (35%) of the issued and outstanding voting shares of Abakan's common stockShareholder; (d) each the Shareholder shall own is the Subject Shares registered and beneficial owner of that number of Mxxxxx Xxxxxx 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 encumbrance other than this Voting Agreement and does not own, directly or indirectly, any other shares of Abakan's common stock or any option, warrant or other right to acquire any shares of Abakan's common stocknature whatsoever; (e) each Shareholder shall have except for the power and Purchaser’s rights hereunder, no person has any agreement or option or any right to vote all or privilege capable of becoming an agreement for the purchase of the Subject SharesPurchased Shares held or beneficially owned by the Shareholder and none of such Mxxxxx Xxxxxx are subject to any voting trust, shareholders agreement, voting agreement or other agreement with respect to the disposition or enjoyment of any rights of such common shares of Midori; (f) to the knowledge of the Shareholder, no consent, approval, order or authorization of, or registration or declaration with, any applicable Governmental Authority with jurisdiction over the Shareholder is required to be obtained by the Shareholders 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) except for the Non-Resident Shareholders, the Shareholder is not a “non-resident” of Canada within the meaning of the Tax Act; (h) 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 provided hereinSchedule “C” (in which case the Shareholder makes the representations, each Shareholder has not warranties and covenants therein): (i) granted the offer to purchase the Shareholder’s Purchased Shares was not made to the Shareholder when either the Shareholder or any power-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-attorney , or other authorization for the account or interest with respect 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 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 Subject SharesPayment Shares in the United States, (ii) deposited any of except in compliance with the Subject Shares into a voting trust, or (iii) entered into any prior voting agreement or other arrangement with respect to any of the Subject SharesU.S. Securities Act; and (gvi) the execution, delivery and performance current structure of this Voting 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) 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 the 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 will does not result in trigger: (i) any obligation to prepare and file a violation of prospectus or similar document, or any law, rule, regulation, order, judgment, injunction, decree other report with respect to such transfer; and (ii) any registration or other restriction obligation on the part of Purchaser; (j) the Shareholder has not authorized any court person to act as broker or governmental authority finder or in any other similar capacity in connection with the transactions contemplated by this Agreement, that in any manner may or will impose liability on Midori or the Purchaser; and (k) to which the Shareholders are subjectknowledge of the Shareholder, no representation or its constitutional documents warranty of the Shareholder contained in case this Agreement contains any untrue statement of any Shareholder being a trust material fact or foundationomits to state a material fact necessary in order to make the statements contained herein or therein not misleading.

Representations and Warranties of the Shareholders. Each Holder hereby represents andwarrants to UP ScientechShareholder, severally and not jointly, thathereby represents and warrants to Acquiror as to itself as follows: (a) Such Shareholder is the only record and beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Covered Shares, free and clear of Liens other than as created by this Voting Agreement or the organizational documents of the Company (including, for the purposes hereof, any agreements between or among shareholders of the Company). As of the date hereof, other than the Owned Shares, such Shareholder does not own beneficially or of record any Company Shares (or any securities convertible into Company Shares) or any interest therein. (b) Such Shareholder (i) except as provided in this Agreement, has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to such Shareholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust with respect to any of such Shareholder’s Covered Shares that is inconsistent with such Shareholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of such Shareholder’s Covered Shares that is inconsistent with such Shareholder’s obligations pursuant to this Agreement, and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. (c) Such Shareholder affirms that (i) if such Shareholder is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby, and (ii) if such Shareholder is not a natural person, (A) it is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization and (B) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each such Shareholder and is the legal, constitutes a valid and binding obligation agreement of and fully such Shareholder enforceable against such Shareholder in accordance with its terms against such Shareholder;terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (bd) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under Law, no consent filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such Shareholder from, or to be given by such Shareholder to, or be made by such Shareholder with, any governmental entityGovernmental Authority in connection with the execution, beneficiarydelivery and performance by such Shareholder of this Agreement, co-trustee or other person is necessary for the consummation of the transactions contemplated hereby. (e) The execution, delivery and performance of this Voting Agreement by each Shareholder; (c) subsequent to such Shareholder do not, and the closing consummation of the SSAtransactions contemplated hereby or the Amalgamation and the other transactions contemplated by the BCA will not, constitute or result in (i) a breach or violation of, or a default under, the Shareholders shall be the beneficial owners limited liability company agreement or similar governing documents of twenty four million one hundred and twenty thousand such Shareholder (24,120,000if such Shareholder is not a natural person), (ii) shares with or collectively in excess without notice, lapse of thirty five percent time or both, a breach or violation of, a termination (35%or right of termination) of or a default under, the issued and outstanding voting shares of Abakan's common stock; (d) each Shareholder shall own the Subject Shares free and clear loss of any encumbrance other than benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of such Shareholder pursuant to any Contract binding upon such Shareholder or, assuming (solely with respect to performance of this Voting Agreement and does not ownthe transactions contemplated hereby), compliance with the matters referred to in Section 4(d), under any applicable Law to which such Shareholder is subject or (iii) any change in the rights or obligations of any party under any Contract legally binding upon such Shareholder, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or indirectlychange that would not, any other shares of Abakan's common stock individually or any optionin the aggregate, warrant reasonably be expected to prevent or other right materially delay or impair such Shareholder’s ability to acquire any shares of Abakan's common stock; (e) each Shareholder shall have perform its obligations hereunder or to consummate the power and right to vote all transactions contemplated hereby, the consummation of the Subject Shares;Amalgamation or the other transactions contemplated by the BCA. (f) except as provided herein, each Shareholder has not (i) granted any power-of-attorney or other authorization or interest with respect to any As of the Subject date of this Agreement, there is no action, proceeding or investigation pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder that questions the beneficial or record ownership of such Shareholder’s Owned Shares, (ii) deposited any the validity of this Agreement or the Subject Shares into a voting trust, or (iii) entered into any prior voting agreement or other arrangement with respect to any performance by such Shareholder of the Subject Shares; andits obligations under this Agreement. (g) Such Shareholder understands and acknowledges that Acquiror is entering into the execution, BCA in reliance upon such Shareholder’s execution and delivery and performance of this Voting Agreement by and the Shareholders does representations, warranties, covenants and other agreements of such Shareholder contained herein. (h) Such Shareholder acknowledges that none of Acquiror, Company, its affiliates or their respective officers, directors, partners, members or employees makes any representation or warranty with respect to, and shall have no responsibility with respect to, the solvency, financial condition or business operations or financial statements of PubCo, except as set forth in the BCA and it’s filings with the SEC. Such Shareholder supports the BCA for its own account based on information currently available to such Shareholder (the “Current Information”). Based on such Current Information, the Shareholder has evaluated the merits and risks of the terms set forth in the BCA on its own and without reliance upon Acquiror (other than with respect to the representations, warranties and covenants set forth in the BCA and the Acquiror’s filings with the SEC). Such Shareholder is an “accredited investor,” as that term is defined in Rule 501(a) or Regulation D under the Securities Act. Such Shareholder is not, and is not and will not result acting on behalf of, an employee benefit plan or “benefit plan investor” within the purview of ERISA, or otherwise using “plan assets” (within the meaning of ERISA). Nothing in a violation this sub-section 4(h) shall diminish the provisions of any lawother part of this Agreement or any applicable Law. (i) No investment banker, rulebroker, regulation, order, judgment, injunction, decree finder or other restriction of intermediary is entitled to any court broker’s, finder’s, financial advisor’s or governmental authority to other similar fee or commission for which Acquiror or the Shareholders are subjectCompany is or will be liable in connection with the transactions contemplated hereby based upon arrangements made by such Shareholder in his, her or its constitutional documents capacity as a Shareholder or, to the knowledge of such Shareholder, on behalf of such Shareholder in case of any Shareholder being his, her or its capacity as a trust or foundationShareholder.

Representations and Warranties of the Shareholders. Each Holder hereby represents andwarrants to UP Scientechof the Shareholders, severally on its own behalf and not jointlyon behalf of any other Shareholders, thathereby severally (and, for greater certainty, not jointly with any other Shareholders) represents and warrants to the Purchaser as follows and acknowledges that the Purchaser is relying on such representations and warranties in connection with the transactions contemplated herein: (a) this Voting Agreement has been 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 Shareholder and is is, or will be at the Time of Closing, a legal, valid and binding obligation of and fully the Shareholders, enforceable against the Shareholders in accordance with its terms against such Shareholderterms; (b) no consent if the Shareholders is not an individual, the Shareholders is validly existing under the laws of any governmental entity, beneficiary, co-trustee its jurisdiction of organization and has the corporate or other person power to enter into this Agreement and any other agreement to which it is, or is necessary for to become, a party to pursuant to the execution, delivery terms hereof and performance of this Voting Agreement by each Shareholderto perform its obligations hereunder and thereunder; (c) subsequent the execution and delivery of this Agreement does not, and the consummation of the Transaction will not, (i) if the Shareholders is not an individual, result in a breach or violation of the articles or by-laws of the Shareholders (or other constating documents of the Shareholder) or of any resolutions of the directors or shareholders of the Shareholders, or (ii) violate any provision of any applicable law or regulation or any judicial or administrative order, award, judgment or decree applicable to the closing of the SSA, the Shareholders shall be the beneficial owners of twenty four million one hundred and twenty thousand (24,120,000) shares or collectively in excess of thirty five percent (35%) of the issued and outstanding voting shares of Abakan's common stockShareholders; (d) each the Shareholder shall own is the Subject Shares registered and beneficial owner of that number of Global shopCBD 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 encumbrance other than this Voting Agreement and does not own, directly or indirectly, any other shares of Abakan's common stock or any option, warrant or other right to acquire any shares of Abakan's common stocknature whatsoever; (e) each Shareholder shall have other than as Disclosed, except for the power and Purchaser’s rights hereunder, no person has any agreement or option or any right to vote all or privilege capable of becoming an agreement for the purchase of the Subject SharesPurchased Shares held or beneficially owned by the Shareholder and none of such common shares of Global shopCBD are subject to any voting trust, shareholders agreement, voting agreement or other agreement with respect to the disposition or enjoyment of any rights of such common shares of Global shopCBD; (f) no consent, approval, order or authorization of, or registration or declaration with, any applicable Governmental Authority with jurisdiction over the Shareholder is required to be obtained by the Shareholders 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) except for the Non-Resident Shareholders, the Shareholder is not a “non-resident” of Canada within the meaning of the Tax Act; (h) 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 provided hereinSchedule “B” (in which case the Shareholder makes the representations, each Shareholder has not warranties and covenants therein): (i) granted the offer to purchase the Shareholder’s Purchased Shares was not made to the Shareholder when either the Shareholder or any power-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-attorney , or other authorization for the account or interest with respect 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 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 Subject SharesPayment Shares in the United States, (ii) deposited any of except in compliance with the Subject Shares into a voting trust, or (iii) entered into any prior voting agreement or other arrangement with respect to any of the Subject SharesU.S. Securities Act; and (gvi) the execution, delivery and performance current structure of this Voting 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) 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 the 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 will does not result in trigger: (i) any obligation to prepare and file a violation of prospectus or similar document, or any law, rule, regulation, order, judgment, injunction, decree other report with respect to such transfer; and (ii) any registration or other restriction obligation on the part of Purchaser; (j) the Shareholder has not authorized any court person to act as broker or governmental authority finder or in any other similar capacity in connection with the transactions contemplated by this Agreement, that in any manner may or will impose liability on Global shopCBD or the Purchaser; and (k) to which the Shareholders are subjectknowledge of the Shareholder, no representation or its constitutional documents warranty of the Shareholder contained in case this Agreement contains any untrue statement of any Shareholder being a trust material fact or foundationomits to state a material fact necessary in order to make the statements contained herein or therein not misleading.

Representations and Warranties of the Shareholders. Each Holder of the Shareholders hereby represents andwarrants and warrants to UP ScientechUltimate, severally and not jointlyas to himself only, thatas follows: (a) Except as set forth on Annex A, such Shareholder is the record and beneficial owner of the Shares shown as owned by him on Annex A of this Voting Agreement, has good and marketable title to such Shares, has all necessary power and authority to enter into this Agreement, and such Shares are free and clear of any and all claims, liens, charges, encumbrances and security interests other than as shown on Annex A. None of the Shares owned by him are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Shares, other than pursuant to this Agreement. (b) This Agreement has been duly executed and delivered by each Shareholder and is the legal, valid and binding obligation agreement of and fully such Shareholder, enforceable against him in accordance with its terms against terms, except as such Shareholder; (b) no consent of any governmental entityvalidity, beneficiarybinding effect or enforceability may be limited by bankruptcy, co-trustee insolvency, or other person similar laws relating to creditors' rights generally and except that the availability of equitable remedies, including specific performance, is necessary for subject to the execution, delivery and performance discretion of this Voting Agreement by each Shareholder;the court before which any proceeding therefor may be brought. (c) subsequent The execution of this Agreement by such Shareholder does not, and the performance by him of his obligations hereunder will not, constitute a violation of, conflict with or result in a default under any contract, commitment, agreement, understanding, arrangement, statute or restriction of any kind to the closing which he is a party or by which he or any of the SSAhis property is bound or any judgment, the Shareholders shall be the beneficial owners of twenty four million one hundred and twenty thousand (24,120,000) shares decree or collectively in excess of thirty five percent (35%) of the issued and outstanding voting shares of Abakan's common stock;order applicable to him. (d) each Neither the execution and delivery of this Agreement, nor the performance by such Shareholder shall own of his obligations hereunder will violate any provision of law applicable to him, except for the Subject Shares free requirements, if any, of federal and clear of any encumbrance other than this Voting Agreement and does not own, directly or indirectly, any other shares of Abakan's common stock or any option, warrant or other right to acquire any shares of Abakan's common stock;state securities laws. (e) each The Shares shown on said Annex A as owned by such Shareholder shall have are the power and right to vote all only securities of Audio King owned by him, beneficially or of record, other than options shown on Section 1.4(e) of the Subject Shares; Company Disclosure Letter (f) except as provided hereindefined in the Merger Agreement), each Shareholder has not (i) granted and he owns no other options to purchase or rights to subscribe for or otherwise acquire any power-of-attorney or other authorization or interest with respect to any securities of the Subject Shares, (ii) deposited any of the Subject Shares into a voting trust, or (iii) entered into any prior voting agreement or other arrangement with respect to any of the Subject Shares; and (g) the execution, delivery and performance of this Voting Agreement by the Shareholders does not and will not result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Shareholders are subject, or its constitutional documents in case of any Shareholder being a trust or foundationAudio King.

Representations and Warranties of the Shareholders. Each Holder hereby represents andwarrants to UP Scientechof the Shareholders, severally on its own behalf and not jointlyon behalf of any other Shareholder, thathereby severally (and, for greater certainty, not jointly with any other Shareholder) represents and warrants to the Purchaser as follows and acknowledges that the Purchaser is relying on such representations and warranties in connection with the transactions contemplated herein: (a) this Voting Agreement has been 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 each the Shareholder and is each is, or will be at the Time of Closing, a legal, valid and binding obligation of and fully the Shareholder, enforceable against the Shareholder in accordance with its terms against such Shareholderterms; (b) no consent if the Shareholder is not an individual, the Shareholder is validly existing under the laws of any governmental entity, beneficiary, co-trustee its jurisdiction of organization and has the corporate or other person power to enter into this Agreement and any other agreement to which it is, or is necessary for to become, a party to pursuant to the execution, delivery terms hereof and performance of this Voting Agreement by each Shareholderto perform its obligations hereunder and thereunder; (c) subsequent the execution and delivery of this Agreement does not, and the consummation of the Transaction will not, (i) if the Shareholder is not an individual, result in a breach or violation of the constitution, 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, or (ii) violate any provision of any applicable law or regulation or any judicial or administrative order, award, judgment or decree applicable to the closing of the SSA, the Shareholders shall be the beneficial owners of twenty four million one hundred and twenty thousand (24,120,000) shares or collectively in excess of thirty five percent (35%) of the issued and outstanding voting shares of Abakan's common stockShareholder; (d) each the Shareholder shall own is the Subject Shares registered and beneficial owner of that number of Springleaf Shares, as the case may be, set forth opposite the Shareholder’s name in Schedule “A” (such ordinary 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 encumbrance other than this Voting Agreement and does not own, directly or indirectly, any other shares of Abakan's common stock or any option, warrant or other right to acquire any shares of Abakan's common stocknature whatsoever; (e) each Shareholder shall have except for the power and Purchaser’s rights hereunder, no person has any agreement or option or any right to vote all or privilege capable of becoming an agreement for the purchase of the Subject ordinary shares of Springleaf (namely the Purchased Shares) held or beneficially owned by the Shareholder and none of such ordinary shares of Springleaf are subject to any voting trust, shareholders agreement, voting agreement or other agreement with respect to the disposition or enjoyment of any rights of such ordinary shares of Springleaf; (f) no consent, approval, order or authorization of, or registration or declaration with, any applicable Governmental Authority with jurisdiction over the Shareholder is 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 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) all the Shareholders are a “non-resident” of Canada within the meaning of the Tax Act; (h) unless the Shareholder is a U.S. Shareholder and has completed and delivered a U.S. Representation Letter for U.S. Shareholder in the form attached hereto as provided hereinSchedule “C” (in which case the Shareholder makes the representations, each Shareholder has not warranties and covenants therein): (i) granted the offer to purchase the Shareholder’s Purchased Shares was not made to the Shareholder when either the Shareholder or any power-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-attorney , or other authorization for the account or interest with respect 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 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 Subject SharesPayment Shares in the United States, (ii) deposited any of except in compliance with the Subject Shares into a voting trust, or (iii) entered into any prior voting agreement or other arrangement with respect to any of the Subject SharesU.S. Securities Act; and (gvi) the execution, delivery and performance current structure of this Voting transaction and all transactions and activities contemplated in this Agreement is not a scheme to avoid the registration requirements of the U.S. Securities Act and any applicable state securities laws; (i) 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 the Payment Shares pursuant to the terms of this Agreement is being made in reliance on applicable exemptions under the applicable securities law of the foreign jurisdiction, including the Singapore Securities and Futures Act (Cap. 289); and (ii) the receipt of the Payment Shares by the Non-Resident Shareholders does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident, including the Singapore Securities and will Futures Act (Cap. 289) and does not result in trigger: (i) any obligation to prepare and file a violation of prospectus or similar document, or any law, rule, regulation, order, judgment, injunction, decree other report with respect to such transfer; and (ii) any registration or other restriction obligation on the part of Purchaser; (j) the Shareholder has not authorized any court person to act as broker or governmental authority finder or in any other similar capacity in connection with the transactions contemplated by this Agreement, that in any manner may or will impose liability on Springleaf or the Purchaser; and (k) to which the Shareholders are subjectknowledge of the Shareholder, no representation or its constitutional documents warranty of the Shareholder contained in case this Agreement contains any untrue statement of any Shareholder being a trust material fact or foundationomits to state a material fact necessary in order to make the statements contained herein or therein not misleading.

Representations and Warranties of the Shareholders. Each Holder hereby represents andwarrants to UP Scientechof the Shareholders, severally on its own behalf and not jointlyon behalf of any other Shareholder, thathereby severally (and, for greater certainty, not jointly with any other Shareholder) represents and warrants to the Purchaser as follows and acknowledges that the Purchaser is relying on such representations and warranties in connection with the transactions contemplated herein: (a) this Voting Agreement has been 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 each the Shareholder and is each is, or will be at the Time of Closing, a legal, valid and binding obligation of and fully the Shareholder, enforceable against the Shareholder in accordance with its terms against such Shareholderterms; (b) no consent if the Shareholder is not an individual, the Shareholder is validly existing under the laws of any governmental entity, beneficiary, co-trustee its jurisdiction of organization and has the corporate or other person power to enter into this Agreement and any other agreement to which it is, or is necessary for to become, a party to pursuant to the execution, delivery terms hereof and performance of this Voting Agreement by each Shareholderto perform its obligations hereunder and thereunder; (c) subsequent the execution and delivery of this Agreement does not, and the consummation of the Transaction will not violate any provision of any applicable law or regulation or any judicial or administrative order, award, judgment or decree applicable to the closing of the SSA, the Shareholders shall be the beneficial owners of twenty four million one hundred and twenty thousand (24,120,000) shares or collectively in excess of thirty five percent (35%) of the issued and outstanding voting shares of Abakan's common stockShareholder; (d) each the Shareholder shall own is the Subject Shares registered and beneficial owner of that number of common shares of NeuroPharm 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 encumbrance other than this Voting Agreement and does not own, directly or indirectly, any other shares of Abakan's common stock or any option, warrant or other right to acquire any shares of Abakan's common stocknature whatsoever; (e) each Shareholder shall have except for the power and Purchaser’s rights hereunder, no person has any agreement or option or any right to vote all or privilege capable of becoming an agreement for the purchase of the Subject common shares of NeuroPharm (namely the Purchased Shares), held or beneficially owned by the Shareholder; (f) no consent, approval, order or authorization of, or registration or declaration with, any applicable Governmental Authority with jurisdiction over the Shareholder is 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 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 provided hereinDisclosed by the Shareholder to the Purchaser, each the Shareholder is not a “non- resident” of Canada within the meaning of the Act; (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 the 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, 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 (i) granted authorized any power-of-attorney person to act as broker or finder or in any other authorization similar capacity in connection with the transactions contemplated by this Agreement, that in any manner may or interest with respect to any of will impose liability on NeuroPharm or the Subject Shares, (ii) deposited any of the Subject Shares into a voting trust, or (iii) entered into any prior voting agreement or other arrangement with respect to any of the Subject SharesPurchaser; and (gj) to the executionknowledge of the Shareholder, delivery and performance no representation or warranty of the Shareholder contained in this Voting Agreement by contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the Shareholders does statements contained herein or therein not and will not result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Shareholders are subject, or its constitutional documents in case of any Shareholder being a trust or foundationmisleading.

Representations and Warranties of the Shareholders. Each Holder hereby represents andwarrants to UP Scientechof the Shareholders, severally on its own behalf and not jointlyon behalf of any other Shareholder, thathereby severally (and, for greater certainty, not jointly with any other Shareholder) represents and warrants to the Purchaser as follows and acknowledges that the Purchaser is relying on such representations and warranties in connection with the transactions contemplated herein: (a) this Voting Agreement has been 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 each the Shareholder and is each is, or will be at the Time of Closing, a legal, valid and binding obligation of and fully the Shareholder, enforceable against the Shareholder in accordance with its terms against such Shareholderterms; (b) no consent if the Shareholder is not an individual, the Shareholder is validly existing under the laws of any governmental entity, beneficiary, co-trustee its jurisdiction of organization and has the corporate or other person power to enter into this Agreement and any other agreement to which it is, or is necessary for to become, a party to pursuant to the execution, delivery terms hereof and performance of this Voting Agreement by each Shareholderto perform its obligations hereunder and thereunder; (c) subsequent the execution and delivery of this Agreement does not, and the consummation of the Transaction will not violate any provision of any applicable law or regulation or any judicial or administrative order, award, judgment or decree applicable to the closing of the SSA, the Shareholders shall be the beneficial owners of twenty four million one hundred and twenty thousand (24,120,000) shares or collectively in excess of thirty five percent (35%) of the issued and outstanding voting shares of Abakan's common stockShareholder; (d) each the Shareholder shall own is the Subject Shares registered and beneficial owner of that number of common shares of FSB 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 encumbrance other than this Voting Agreement and does not own, directly or indirectly, any other shares of Abakan's common stock or any option, warrant or other right to acquire any shares of Abakan's common stocknature whatsoever; (e) each Shareholder shall have except for the power and Purchaser’s rights hereunder, no person has any agreement or option or any right to vote all or privilege capable of becoming an agreement for the purchase of the Subject common shares of FSB (namely the Purchased Shares), held or beneficially owned by the Shareholder and none of such common shares of FSB are subject to any voting trust, shareholders agreement, voting agreement or other agreement with respect to the disposition or enjoyment of any rights of such common shares of FSB; (f) no consent, approval, order or authorization of, or registration or declaration with, any applicable Governmental Authority with jurisdiction over the Shareholder is 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 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 provided hereinDisclosed by the Shareholder to the Purchaser the Shareholder is a "non-resident" of Canada within the meaning of the Tax Act; (h) Non-Resident Shareholders represent, each 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 the 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, or any other report with respect to such transfer; and (ii) any registration or other obligation on the part of Purchaser; (i) except for the Finder, the Shareholder has not (i) granted authorized any power-of-attorney other person to act as broker or finder or in any other authorization similar capacity in connection with the transactions contemplated by this Agreement, that in any manner may or interest with respect to any of will impose liability on FSB or the Subject Shares, (ii) deposited any of the Subject Shares into a voting trust, or (iii) entered into any prior voting agreement or other arrangement with respect to any of the Subject SharesPurchaser; and (gj) to the executionknowledge of the Shareholder, delivery and performance no representation or warranty of the Shareholder contained in this Voting Agreement by contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the Shareholders does statements contained herein or therein not and will not result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Shareholders are subject, or its constitutional documents in case of any Shareholder being a trust or foundationmisleading.

Representations and Warranties of the Shareholders. Each Holder Shareholder hereby represents andwarrants to UP Scientechand warrants (severally, severally and not jointly, thatas to itself only) to CGAC as follows: (a) Except as disclosed on Schedule 2 hereto, such Shareholder is the sole beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to or has a valid proxy to vote such Shareholder’s Covered Shares, free and clear of any liens (other than as created by this Voting Agreement or the Organizational Documents of the Company). As of the date hereof, other than the Owned Shares set forth opposite such Shareholder’s name on Schedule 1, such Shareholder does not own beneficially or of record any Company Shares (or any securities convertible into Company Shares) or any interest therein. (b) Such Shareholder, in each case except as provided in this Agreement or the Organizational Documents of the Company, (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein whether by ownership or by proxy, in each case, with respect to such Shareholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust, and has no knowledge and is not aware of any such voting agreement or voting trust in effect with respect to any of such Shareholder’s Covered Shares that is inconsistent with such Shareholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of such Shareholder’s Covered Shares that is inconsistent with such Shareholder’s obligations pursuant to this Agreement, and has no knowledge and is not aware of any such proxy or power of attorney in effect, and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement, and has no knowledge and is not aware of any such agreement or undertaking. (c) Such Shareholder affirms that (i) if the Shareholder is a natural person, he or she has the legal capacity and all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transaction contemplated hereby, and (ii) if the Shareholder is not a natural person, it (A) is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, and (B) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Shareholder and, subject to the due execution and delivery of this Agreement by each Shareholder and is the legalother Party hereto, constitutes a legally valid and binding obligation agreement of and fully such Shareholder enforceable against the Shareholder in accordance with its the terms against such Shareholder;hereof (except as enforceability may be limited by bankruptcy Laws or other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). (bd) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no consent filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such Shareholder from, or to be given by such Shareholder to, or be made by such Shareholder with, any governmental entityGovernmental Authority in connection with the execution, beneficiarydelivery and performance by such Shareholder of this Agreement, co-trustee the consummation of the transactions contemplated hereby or the Business Combination or the other person is necessary for transactions contemplated by the Business Combination Agreement. (e) The execution, delivery and performance of this Voting Agreement by each Shareholder; (c) subsequent to such Shareholder does not, and the closing consummation of the SSAtransactions contemplated hereby and the Business Combination and the other transactions contemplated by the Business Combination Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the Shareholders shall be the beneficial owners Organizational Documents of twenty four million one hundred and twenty thousand such Shareholder (24,120,000if such Shareholder is not a natural person), (ii) shares with or collectively in excess without notice, lapse of thirty five percent time or both, a breach or violation of, a termination (35%or right of termination) of or a default under, the issued and outstanding voting shares of Abakan's common stock; (d) each Shareholder shall own the Subject Shares free and clear loss of any encumbrance other than benefit under, the creation, modification or acceleration of any obligations under or the creation of a Security Interest on any of the properties, rights or assets of such Shareholder pursuant to any Contract binding upon such Shareholder or, assuming (solely with respect to performance of this Voting Agreement and does not ownthe transactions contemplated hereby) compliance with the matters referred to in Section 4(d), under any applicable Law to which such Shareholder is subject or (iii) any change in the rights or obligations of any party under any Contract legally binding upon such Shareholder, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or indirectlychange that would not, any other shares of Abakan's common stock individually or any optionin the aggregate, warrant reasonably be expected to prevent or other right materially delay or impair such Shareholder’s ability to acquire any shares of Abakan's common stock; (e) each Shareholder shall have perform its obligations hereunder or to consummate the power and right to vote all transactions contemplated hereby, the consummation of the Subject Shares;Business Combination or the other transactions contemplated by the Business Combination Agreement. (f) except as provided herein, each Shareholder has not (i) granted any power-of-attorney or other authorization or interest with respect to any As of the Subject Sharesdate of this Agreement, (ii) deposited there is no Action pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder that, in any manner, questions the beneficial or record ownership of the Subject Shareholder’s Covered Shares into a voting trustor the validity of this Agreement, or (iii) entered into any prior voting agreement challenges or other arrangement with respect seeks to any prevent, enjoin or materially delay the performance by such Shareholder of the Subject Shares; andits obligations under this Agreement. (g) The Shareholder is a sophisticated shareholder and has adequate information concerning the executionbusiness and financial condition of CGAC and the Company to make an informed decision regarding this Agreement and the other transactions contemplated by the Business Combination Agreement and has independently, based on such information as the Shareholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Shareholder acknowledges that CGAC and the Company have not made and do not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. The Shareholder acknowledges that the agreements contained herein with respect to the Covered Shares held by the Shareholder are irrevocable. (h) Such Shareholder understands and acknowledges that CGAC is entering into the Business Combination Agreement in reliance upon such Shareholder’s execution and delivery and performance of this Voting Agreement by and the Shareholders does not representations, warranties, covenants and will not result in a violation other agreements of any lawsuch Shareholder contained herein. (i) No investment banker, rulebroker, regulation, order, judgment, injunction, decree finder or other restriction intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which CGAC or the Company is or could be liable in connection with the Business Combination Agreement or this Agreement or any of any court the respective transactions contemplated hereby or governmental authority to which the Shareholders are subjectthereby, in each case based upon arrangements made by such Shareholder in his, her or its constitutional documents capacity as a shareholder or, to the knowledge of such Shareholder, on behalf of such Shareholder in case of his, her or its capacity as a shareholder. (j) Such Shareholder is not, nor is owned or controlled by or acting on behalf of, nor is represented by any Shareholder being authorized person who is, a trust or foundationProhibited Person.