Common use of Representations and Warranties of USBTC Clause in Contracts

Representations and Warranties of USBTC. USBTC hereby represents and warrants to the Securityholder (and acknowledges that the Securityholder is relying on these representations and warranties in completing the transactions contemplated by this Agreement and the Business Combination Agreement) the matters set out below: (a) USBTC is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Nevada. (b) USBTC has the requisite corporate power, authority and approvals to enter into and perform its obligations under this Agreement and the Business Combination Agreement. (c) The execution, delivery and performance by USBTC of its obligations under this Agreement and the consummation of the transactions contemplated by the Business Combination Agreement (including the Arrangement) have been duly authorized by all necessary corporate action on the part of USBTC, and no other corporate proceedings or other actions on the part of the USBTC are necessary to authorize this Agreement. (d) This Agreement has been duly executed and delivered by USBTC, and, assuming the due execution and delivery by the Securityholder, constitutes a legal, valid and binding agreement of USBTC enforceable against it in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Law affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction. (e) There are no claims, actions, suits, audits, proceedings, investigations or other actions pending against, or, to the knowledge of USBTC, threated against or affecting USBTC that, individually or in the aggregate, could reasonably be expected to have a material and adverse effect on USBTC’s ability to perform its obligations under this Agreement. (f) No consent, waiver, approval, authorization, order, exemption, registration, licence or declaration of or by, or filing with, or notification to any Governmental Entity which has not been made or obtained is required to be made or obtained by USBTC in connection with the execution and delivery by USBTC, and enforcement against USBTC of this Agreement other than those that: (i) have been obtained; (ii) are contemplated by the Business Combination Agreement; or (iii) the failure of which to make or obtain would not reasonably be expected to have a material and adverse effect on USBTC's ability to perform its obligations under this Agreement.