Common use of Representations and Warranties of Xxxxxxxxx Clause in Contracts

Representations and Warranties of Xxxxxxxxx. Xxxxxxxxx hereby represents and warrants to the Stockholder as follows: Xxxxxxxxx has all requisite limited liability company power and authority to execute this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by Xxxxxxxxx of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Xxxxxxxxx. Xxxxxxxxx has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of Xxxxxxxxx, enforceable against Xxxxxxxxx in accordance with its terms. The execution and delivery by Xxxxxxxxx of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Xxxxxxxxx under, any organizational documents of Xxxxxxxxx, any provision of any Contract to which Xxxxxxxxx is a party or by which any properties or assets of Xxxxxxxxx are bound or, subject to the filings and other matters referred to in the next sentence, any provision of any Judgment or Applicable Law applicable to Xxxxxxxxx or the properties or assets of Xxxxxxxxx. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Xxxxxxxxx in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than such reports by Xxxxxxxxx under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby. Neither Xxxxxxxxx nor any of its Affiliates beneficially owns any shares of Monroe Capital Stock.

Representations and Warranties of Xxxxxxxxx. Except as set forth in the Xxxxxxxxx hereby Documents (excluding any risk factor disclosures and any forward-looking statements or other statements therein that are cautionary or forward-looking in nature), Xxxxxxxxx represents and warrants to the Stockholder Investor as of the date of this Agreement as follows: : (a) Xxxxxxxxx (i) is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, (ii) has all requisite limited liability company corporate or trust power and authority and the legal right to execute make, deliver and perform this Agreement and the Option Agreement (subject, in the case of the Option Agreement, to consummate the transactions contemplated hereby. The execution passing of a resolution of the shareholders of the Company approving the allotment and issue of the Unapproved Conditional Options (as defined in the Option Agreement) (the “Shareholder Resolution”)), and (iii) subject, in the case of the Option Agreement, to the passing of the Shareholder Resolution, has taken all necessary action to authorize the execution, delivery by Xxxxxxxxx and performance of this Agreement and consummation the Option Agreement (and the performance of the transactions contemplated hereby have by this Agreement and the Option Agreement). (b) Each of this Agreement and the Option Agreement has been duly authorized by all necessary action on the part of Xxxxxxxxx. Xxxxxxxxx has duly executed and delivered this Agreement, and by or on behalf of Xxxxxxxxx. Each of this Agreement and the Option Agreement constitutes the a legal, valid and binding obligation of Xxxxxxxxx, Xxxxxxxxx enforceable against Xxxxxxxxx in accordance with its terms. The execution and delivery by Xxxxxxxxx of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Xxxxxxxxx under, any organizational documents of Xxxxxxxxx, any provision of any Contract to which Xxxxxxxxx is a party or by which any properties or assets of Xxxxxxxxx are bound or, subject to the filings effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Law relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (c) Other than the making of the applicable filing with the Financial Services Agency of Japan and the matters referred to in listed on Schedule 7.1(c) of the next sentenceDisclosure Letter, any provision of any Judgment no consent or Applicable Law applicable to Xxxxxxxxx or the properties or assets of Xxxxxxxxx. No Consent authorization of, or registration, declaration or filing with, notice to, or other act by or in respect of any Governmental Entity Authority is required to be obtained or made by or with respect to on behalf of Xxxxxxxxx or any of its Affiliates in connection with the execution, delivery and performance of this Agreement and the Option Agreement (and the performance of the transactions contemplated by this Agreement and by the Option Agreement (excluding, for the avoidance of doubt, the transactions contemplated by the Merger Agreement)) as a result of Xxxxxxxxx’ or any of its Affiliates’ business or operations in the geographical area over which such Governmental Authority exercises jurisdiction. (d) Assuming that all consents, approvals, authorizations and other actions described in Section 7.1(c) have been obtained and, in the case of the Option Agreement, the passing of the Shareholder Resolution, the execution, delivery and performance by Xxxxxxxxx of this Agreement and the Option Agreement, and the consummation of the transactions contemplated hereby, other than such reports by Xxxxxxxxx under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the Option Agreement, do not and will not (i) violate, conflict with or result in the breach of the certificate of incorporation or bylaws of Xxxxxxxxx, (ii) in any material respect conflict with or violate any Law or Order applicable to Xxxxxxxxx or its business, (iii) conflict with, result in any violation or breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent, approval, authorization or other action by, or notification to, any third party under, or give to others any rights of termination, amendment, withdrawal, first refusal, first offer, acceleration, suspension, revocation or cancellation of, any material note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which Xxxxxxxxx is a party. (e) No action, suit, proceeding or governmental investigation is pending against Xxxxxxxxx at law or in equity or before any Governmental Authority that seeks to delay or prevent the execution, delivery or performance of this Agreement or the Option Agreement (or the performance of any of the transactions contemplated herebyby this Agreement and by the Option Agreement). (f) The shares of Company Common Stock to be issued pursuant to the Option Agreement have, subject to the passing of the Shareholder Resolution, been duly authorized by all necessary corporate action of Xxxxxxxxx. Neither When issued and sold against receipt of the consideration therefor, such shares of Company Common Stock will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability and will not be issued in violation of preemptive rights. As of the date hereof, no fewer than 100,000 shares of Company Common Stock have been duly reserved for issuance pursuant to the terms of the Option Agreement. (g) Since January 1, 2015, Xxxxxxxxx nor has timely filed or furnished all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the Jersey Financial Services Commission (the “FSC”), the UK Financial Conduct Authority (“FCA”) or publicly disclosed via a regulated information service (collectively, together with any exhibits and schedules thereto and other information incorporated therein (the “Xxxxxxxxx Documents”)), all of which have complied as of their respective filing or publication dates or, if amended or superseded by a subsequent filing or publication, as of the date of the last such amendment or superseding filing or publication, as to form in all material respects with applicable law. None of the Xxxxxxxxx Documents, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing or publication, as of the date of the last such amendment or superseding filing or publication, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments in comment letters received from the FSC or FCA staff with respect to Xxxxxxxxx Documents. (h) The audited and unaudited consolidated financial statements (including the related notes thereto) of Xxxxxxxxx included (or incorporated by reference) in Xxxxxxxxx Documents have been prepared in accordance with the International Financial Reporting Standards (except as may be indicated in the notes thereto) applied on a consistent basis throughout the periods involved and fairly present in all material respects the consolidated financial position of Xxxxxxxxx and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to normal year-end audit adjustments). There are no liabilities or obligations of Xxxxxxxxx or any of its Affiliates beneficially owns Subsidiaries of any shares kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (i) liabilities or obligations disclosed and provided for in the audited consolidated balance sheet of Monroe Capital StockXxxxxxxxx and its Subsidiaries as of December 31, 2015, and the footnotes thereto set forth in the Xxxxxxxxx’x annual report for the fiscal year ended December 31, 2015; (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practices since December 31, 2015; and (iii) liabilities or obligations that would not have, individually or in the aggregate, a Material Adverse Effect with respect to Xxxxxxxxx. (i) Since June 30, 2016, no Material Adverse Effect has occurred with respect to Xxxxxxxxx.

Representations and Warranties of Xxxxxxxxx. Xxxxxxxxx hereby represents and warrants to Lilly that as of the Stockholder as follows: Xxxxxxxxx Effective Date: (a) it has all requisite limited liability company the full right, power and authority to execute this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by Xxxxxxxxx of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Xxxxxxxxx. Xxxxxxxxx has duly executed and delivered enter into this Agreement, to perform the Development, and this Agreement constitutes to grant the legallicenses granted under Article 8, valid and binding the fulfillment of its obligations and performance of its activities hereunder do not materially conflict with, violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which Xxxxxxxxx is bound; (b) to the actual knowledge of Xxxxxxxxx, enforceable there are no legal claims, judgments or settlements against Xxxxxxxxx in accordance with its terms. The execution and delivery or owed by Xxxxxxxxx of this Agreement do notor pending legal claims or litigation, and in each case relating to the consummation of Product; (c) to the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Xxxxxxxxx under, any organizational documents actual knowledge of Xxxxxxxxx, any provision of any Contract to which there are no legal claims, judgments or settlements against or owed by Xxxxxxxxx is a party or by which any properties pending legal claims or assets of Xxxxxxxxx are bound orlitigation, subject in each case relating to the filings Xxxxxxxxx Patents; (d) all necessary consents, approvals and authorizations of all government authorities and other matters referred to in the next sentence, any provision of any Judgment or Applicable Law applicable to Xxxxxxxxx or the properties or assets of Xxxxxxxxx. No Consent of, or registration, declaration or filing with, any Governmental Entity is persons required to be obtained or made by or with respect to Xxxxxxxxx as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained; (e) it Controls the right, title and interest in and to the Xxxxxxxxx Patents and Xxxxxxxxx Know-How, and has the right to grant to Lilly the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with Lilly’s rights hereunder; (f) to the consummation best knowledge of Xxxxxxxxx, the transactions contemplated herebyXxxxxxxxx Patents and Xxxxxxxxx Know-How are not subject to any existing royalty or other payment obligations to any Third Party; (g) it is not aware of any other Patents, Know How, or other intellectual property right Controlled by Xxxxxxxxx or its Affiliates, other than such reports by Xxxxxxxxx under Sections 13(dthat which is licensed hereunder to Lilly, which the Development, Manufacture, use and/or Commercialization of Products as contemplated hereunder would infringe; (h) and 16 as of the Effective Date, to the actual knowledge of Xxxxxxxxx, any issued Xxxxxxxxx Patents are valid and enforceable and it is not aware of any action, suit, inquiry, [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Act Commission. investigation or other proceeding threatened, pending, or ongoing brought by any Third Party that challenges or threatens the validity or enforceability of any of the Xxxxxxxxx Patents; or except as may be required already disclosed to Lilly, any Third Party that alleges the use of the Xxxxxxxxx Patents or Xxxxxxxxx Know-How or the Development, Manufacture Commercialization and use of the Products would infringe or misappropriate the intellectual property or intellectual property rights of any Third Party (and it has not received any notice alleging such an infringement or misappropriation). In the event that Xxxxxxxxx becomes aware of any such action or proceeding, it shall immediately notify Lilly in connection with this Agreement writing; (i) it has disclosed to Lilly a complete and accurate record of all material information and data relating to the results of all pre-clinical and clinical studies on Product conducted by or on behalf of Xxxxxxxxx including the status and interim results of all ongoing clinical and preclinical studies, and the transactions contemplated hereby. Neither Xxxxxxxxx nor any of its Affiliates beneficially owns any shares of Monroe Capital Stockclinical development and Regulatory Approval activities undertaken to date, and all such information and data is complete and accurate in all material respects.

Representations and Warranties of Xxxxxxxxx. Xxxxxxxxx hereby represents and warrants to Lilly that as of the Stockholder as follows: Xxxxxxxxx Effective Date: (a) it has all requisite limited liability company the full right, power and authority to execute this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by Xxxxxxxxx of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Xxxxxxxxx. Xxxxxxxxx has duly executed and delivered enter into this Agreement, to perform the Development, and this Agreement constitutes to grant the legallicenses granted under Article 8, valid and binding the fulfillment of its obligations and performance of its activities hereunder do not materially conflict with, violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which Xxxxxxxxx is bound; (b) to the actual knowledge of Xxxxxxxxx, enforceable there are no legal claims, judgments or settlements against Xxxxxxxxx in accordance with its terms. The execution and delivery or owed by Xxxxxxxxx of this Agreement do notor pending legal claims or litigation, and in each case relating to the consummation of Product; (c) to the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Xxxxxxxxx under, any organizational documents actual knowledge of Xxxxxxxxx, any provision of any Contract to which there are no legal claims, judgments or settlements against or owed by Xxxxxxxxx is a party or by which any properties pending legal claims or assets of Xxxxxxxxx are bound orlitigation, subject in each case relating to the filings Xxxxxxxxx Patents; (d) all necessary consents, approvals and authorizations of all government authorities and other matters referred to in the next sentence, any provision of any Judgment or Applicable Law applicable to Xxxxxxxxx or the properties or assets of Xxxxxxxxx. No Consent of, or registration, declaration or filing with, any Governmental Entity is persons required to be obtained or made by or with respect to Xxxxxxxxx as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained; (e) it Controls the right, title and interest in and to the Xxxxxxxxx Patents and Xxxxxxxxx Know-How, and has the right to grant to Lilly the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with Lilly’s rights hereunder; (f) to the consummation best knowledge of Xxxxxxxxx, the transactions contemplated herebyXxxxxxxxx Patents and Xxxxxxxxx Know-How are not subject to any existing royalty or other payment obligations to any Third Party; (g) it is not aware of any other Patents, Know How, or other intellectual property right Controlled by Xxxxxxxxx or its Affiliates, other than such reports by Xxxxxxxxx under Sections 13(dthat which is licensed hereunder to Lilly, which the Development, Manufacture, use and/or Commercialization of Products as contemplated hereunder would infringe; (h) and 16 as of the Exchange Act Effective Date, to the actual knowledge of Xxxxxxxxx, any issued Xxxxxxxxx Patents are valid and enforceable and it is not aware of any action, suit, inquiry, investigation or other proceeding threatened, pending, or ongoing brought by any Third Party that challenges or threatens the validity or enforceability of any of the Xxxxxxxxx Patents; or except as may be required already disclosed to Lilly, any Third Party that alleges the use of the Xxxxxxxxx Patents or Xxxxxxxxx Know-How or the Development, Manufacture Commercialization and use of the Products would infringe or misappropriate the intellectual property or intellectual property rights of any Third Party (and it has not received any notice alleging such an infringement or misappropriation). In the event that Xxxxxxxxx becomes aware of any such action or proceeding, it shall immediately notify Lilly in connection with this Agreement writing; (i) it has disclosed to Lilly a complete and accurate record of all material information and data relating to the results of all pre-clinical and clinical studies on Product conducted by or on behalf of Xxxxxxxxx including the status and interim results of all ongoing clinical and preclinical studies, and the transactions contemplated hereby. Neither Xxxxxxxxx nor any of its Affiliates beneficially owns any shares of Monroe Capital Stockclinical development and Regulatory Approval activities undertaken to date, and all such information and data is complete and accurate in all material respects.

Representations and Warranties of Xxxxxxxxx. Xxxxxxxxx hereby represents makes the following representations and warrants warranties to Enterayon, no claim in respect of which shall be made or be enforceable by Enterayon unless written notice of such claim, with reasonable particulars, is given by Enterayon to Xxxxxxxxx within a period of twelve (12) months from the date hereof: (a) Xxxxxxxxx is the legal and registered beneficial owner of all of its stated interests in the Acquisition Lands, and such interests are free of any liens, claims, charges, security interests or encumbrances of any kind whatsoever, except for the Permitted Encumbrances; (b) there are no actions, suits, proceedings or claims existing or, to the Stockholder as follows: best of the knowledge, information and belief of Xxxxxxxxx pending or threatened with respect to or in any manner challenging ownership of interest in any of the Acquisition Lands, or which might reasonably be expected to result in a material impairment or loss of the Acquisition Lands, or the proposed disposition of interest in the Acquisition Lands; (c) Xxxxxxxxx is in material compliance with all applicable laws, rules, regulations, orders and statutes applicable to it, the interest in the Acquisition Lands or the operation of the Acquisition Lands, and Xxxxxxxxx has not received any notice of any violation, and there is no basis for assertion of any violation, of any applicable law, order, rule, regulation, writ, injunction or decree of any court, governmental or conservation authority or any statute, and Xxxxxxxxx holds, in good standing, all requisite limited liability company power licenses, registrations and authority to execute this Agreement and to consummate qualifications required; (d) the transactions contemplated hereby. The execution and delivery by Xxxxxxxxx of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Xxxxxxxxx. Xxxxxxxxx has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of Xxxxxxxxx, enforceable against Xxxxxxxxx in accordance with its terms. The execution and delivery by Xxxxxxxxx of this Agreement do not, letter agreement and the consummation of the transactions transaction contemplated hereby and compliance with the terms hereof herein will not, as a result of Xxxxxxxxx’x involvement, violate nor be in conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Xxxxxxxxx under, any organizational documents of Xxxxxxxxx, any provision of any Contract material agreement or instrument to which Xxxxxxxxx is a party or by which any properties or assets of Xxxxxxxxx are is bound or, subject to the filings and other matters referred to in best of the next sentenceknowledge of Xxxxxxxxx, any provision of any Judgment judgment, decree, order, statute, rule or Applicable Law regulation applicable to Xxxxxxxxx and no authorizations, approvals or the properties or assets of Xxxxxxxxx. No Consent of, or registration, declaration or filing with, any Governmental Entity is consents are required to be obtained or made by or with respect to Xxxxxxxxx in connection with the execution, delivery and performance of this Agreement or for the consummation of the transactions transaction contemplated hereby, other than such reports herein by Xxxxxxxxx; and (e) Xxxxxxxxx under Sections 13(d) and 16 is not a non-resident of Canada within the meaning of the Exchange Income Tax Act as may be required in connection with this Agreement and the transactions contemplated hereby. Neither Xxxxxxxxx nor any of its Affiliates beneficially owns any shares of Monroe Capital Stock(Canada).

Representations and Warranties of Xxxxxxxxx. Xxxxxxxxx hereby represents and warrants to the Stockholder as follows: Xxxxxxxxx has all requisite limited liability company power and authority to execute this Agreement and to consummate the transactions contemplated hereby. (a) The execution and delivery by Xxxxxxxxx of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Xxxxxxxxx. Xxxxxxxxx has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of Xxxxxxxxx, enforceable against Xxxxxxxxx in accordance with its terms. The execution and delivery by Xxxxxxxxx of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or not result in any a violation or breach by Xxxxxxxxx of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of by Xxxxxxxxx under, any organizational documents of Xxxxxxxxxapplicable law, rule or regulation or any provision of any Contract agreement, instrument, decree, judgment or order to which Xxxxxxxxx is a party or by which any properties Xxxxxxxxx may be bound. There is no action, suit, proceeding or assets investigation pending against Xxxxxxxxx or, to Xxxxxxxxx’x knowledge, currently threatened that questions the validity of this Agreement, or the right of Xxxxxxxxx are bound or, subject to the filings and other matters referred to in the next sentence, any provision of any Judgment or Applicable Law applicable to Xxxxxxxxx or the properties or assets of Xxxxxxxxx. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Xxxxxxxxx in connection with the execution, delivery and performance of enter into this Agreement or to consummate the transaction contemplated hereby or that may otherwise have an adverse effect on the ability of Xxxxxxxxx to comply with or perform any of its obligations under this Agreement. (b) Xxxxxxxxx is the owner, beneficially and of record, of all the shares of GP Corp Common Stock to be sold by Xxxxxxxxx under this Agreement and has good and marketable right, title and interest in and to all such shares, free and clear of all liens, encumbrances, security agreements, claims, charges and restrictions, including, without limitation, any right of first refusal, preemptive, tag-along or other comparable obligations or restrictions. Xxxxxxxxx has not transferred, assigned, conveyed, encumbered or granted a participation in the MAST Owned Securities, in whole or in part, to any party. Upon payment for the shares of GP Corp Common Stock to be sold by Xxxxxxxxx in accordance with this Agreement, Xxxxxxxxx will convey to GEG, and GEG shall acquire good and marketable title to such shares of GP Corp Common Stock to be sold by Xxxxxxxxx, free and clear of all liens, pledges, security interests, charges, contractual obligations, transfer restrictions, claims or other encumbrances. (c) After the consummation of the transactions contemplated herebyby this Agreement, Xxxxxxxxx will not own any equity securities of GP Corp, any options or warrants to acquire such securities, any securities exercisable for, convertible into or exchangeable for such securities, or own or possess any other than right (contractual or otherwise) to purchase or acquire such reports securities. (d) Xxxxxxxxx (i) is an accredited investor as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act, (ii) is a sophisticated investor familiar with transactions similar to those contemplated by Xxxxxxxxx under Sections 13(dthis Agreement, (iii) and 16 of the Exchange Act as may be required in connection with has adequate information to make an informed decision regarding entry into this Agreement and the transactions contemplated hereby. Neither thereby, (iv) has negotiated this Agreement on an arm’s-length basis and has had an opportunity to consult with its legal, tax and financial advisors concerning this Agreement and its subject matter and (v) has independently made its own analysis and decision to enter into this Agreement. (e) Xxxxxxxxx nor hereby acknowledges and agrees that the Indaba Agreements, including, without limitation, the rights therein to appoint members of the board of directors of Forest or any affiliate thereof, are hereby terminated in their entirety effective as of the Effective Date, and that as of such date all rights of MAST and all MAST Funds under the Indaba Agreements shall be terminated and waived in their entirety and shall be of no further force or effect. (f) Xxxxxxxxx hereby acknowledges and agrees that the provisions of the Separation Agreement relating to the MAST Owned Securities or the Indaba Agreements, or, in each case, the rights of MAST, the MAST Funds and/or Xxxxxxxxx thereunder, are hereby terminated in their entirety effective as of the Effective Date, and that as of such date all rights of MAST and all MAST Funds under such provisions of the Separation Agreement shall be terminated and waived in their entirety and shall be of no further force or effect. (g) Xxxxxxxxx hereby acknowledges and agrees that, as of the Effective Date, he has no claims against GEG, its affiliates, or any of its Affiliates beneficially owns their respective officers, directors, employees, successors, assigns, members, stockholders or controlling persons under the Separation Agreement or otherwise, and that as of such date any shares such claims shall be waived in their entirety. (h) Xxxxxxxxx is the Managing Member of Monroe Capital StockMAST and has all requisite power, right and authority to act on behalf of MAST and to execute this Agreement on behalf of MAST. Xxxxxxxxx confirms, in his capacity as the Managing Member of MAST, that MAST has the authority waive all rights, interests and obligations of each MAST Fund pursuant to this Agreement.

Representations and Warranties of Xxxxxxxxx. Xxxxxxxxx hereby represents and warrants to the Stockholder Company as follows: Xxxxxxxxx : a. He is competent and has all requisite limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The . b. This Agreement has been duly and validly executed and delivered by Xxxxxxxxx and, assuming due and valid execution and delivery by Xxxxxxxxx of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Xxxxxxxxx. Xxxxxxxxx has duly executed and delivered this AgreementCompany, and this Agreement constitutes the a legal, valid and binding obligation agreement of Xxxxxxxxx, enforceable against Xxxxxxxxx him in accordance with its terms, subject as to enforceability to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The execution and delivery by Xxxxxxxxx performance of the terms of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, does not conflict with, or result in any constitute a violation of, or default (with or without require any notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Xxxxxxxxx consent under, any organizational documents certificate or articles of Xxxxxxxxxincorporation, limited partnership agreement, trust agreement, bylaws or any provision of any Contract other agreement or instrument to which Xxxxxxxxx is a party or by which he is bound, and does not require any properties consent, approval or assets of Xxxxxxxxx are bound or, subject to the filings and other matters referred to in the next sentence, notice under any provision of any Judgment judgment, order, decree, statute, law, rule or Applicable Law regulation applicable to Xxxxxxxxx or the properties or assets Xxxxxxxxx'x shares of Xxxxxxxxx. No Consent ofCommon Stock, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Xxxxxxxxx in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than such reports by Xxxxxxxxx under Sections 13(d) and 16 of the Exchange Act except as may be required by federal and state securities laws. c. There are no other persons who, by reason of their personal, business, professional or other arrangement, relationship or affiliation with Xxxxxxxxx, whether written or oral and whether existing as of the date hereof or in connection with the future, have agreed, explicitly or implicitly, to take any action on behalf of or in lieu of Xxxxxxxxx that would otherwise be prohibited by this Agreement. d. As of the date hereof, Xxxxxxxxx expects to become the beneficial owner 2,071,635 shares of Class B Common Stock (the "Class B Shares"), free and clear of all liens and encumbrances, pursuant to the Settlement and Purchase Agreement and no other person will have any beneficial ownership interest in the transactions contemplated hereby. Neither Class B Shares, and no affiliate or associate of Xxxxxxxxx nor will have any of its Affiliates beneficially owns rights, options or agreements to acquire or vote any other shares of Monroe Capital StockCommon Stock or other securities of the Company. e. Any shares acquired hereunder by Xxxxxxxxx are being acquired solely for investment purposes and may not be resold or transferred except as permitted hereunder and in accordance with applicable securities laws.