Common use of REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE SHAREHOLDERS Clause in Contracts

REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder represents and warrants to, and covenants and agrees with, the Company as follows: 2.1 The Shareholder is acquiring the InvestCo Stock for its own account for investment only and not with a view towards the public sale or distribution thereof and not with a view to or for sale in connection with any distribution thereof. 2.2 The Shareholder is (i) an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act of 1933 Act, as amended (“1933 Act”) , (ii) experienced in making investments of the kind described in this Agreement and the related documents, (iii) able, by reason of the business and financial, to protect its own interests in connection with the transactions described in this Agreement, and the related documents, and (iv) able to afford the entire loss of its investment in the InvestCo Shares. 2.3 The Shareholder understands that its investment in the InvestCo Stock involves a high degree of risk. 2.4 The Shareholder understands that the InvestCo Stock is deemed to be restricted stock under the 0000 Xxx. 2.5 The Shareholder has good and marketable title to all of the Shares, free and clear of any liens, claims, charges, options, rights of tenants or other encumbrances and shall not, until the exchange of the Shares for the InvestCo Stock is closed as contemplated by this Agreement, or this Agreement is terminated, sell, hypothecate, encumber, transfer or otherwise dispose of the Shares. 2.6 The entering into of this Agreement by the Shareholder, and the performance by the Shareholder of his obligations hereunder, will not conflict with or constitute a breach of or default under any agreement to which the Shareholder is a party or any order or decree of any court or regulatory body to which the Shareholder is subject.

REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder represents and warrants to, and covenants and agrees with, the Company GP as follows: 2.1 The Shareholder is acquiring the InvestCo ONE Bio Stock for its own account for investment only and not with a view towards the public sale or distribution thereof and not with a view to or for sale in connection with any distribution thereof. 2.2 The Shareholder is (i) an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act of 1933 Act, as amended (“1933 Act”) , (ii) experienced in making investments of the kind described in this Agreement and the related documents, (iii) able, by reason of the business and financial, to protect its own interests in connection with the transactions described in this Agreement, and the related documents, and (iv) able to afford the entire loss of its investment in the InvestCo ONE Bio Shares. 2.3 The Shareholder understands that its investment in the InvestCo ONE Bio Stock involves a high degree of risk. 2.4 The Shareholder understands that the InvestCo ONE Bio Stock is deemed to be restricted stock under the 0000 Xxx. 2.5 The Shareholder has good and marketable title to all of the Shares, free and clear of any liens, claims, charges, options, rights of tenants or other encumbrances and shall not, until the exchange of the Shares for the InvestCo ONE Bio Stock is closed as contemplated by this Agreement, or this Agreement is terminated, sell, hypothecate, encumber, transfer or otherwise dispose of the Shares. 2.6 The entering into of this Agreement by the Shareholder, and the performance by the Shareholder of his obligations hereunder, will not conflict with or constitute a breach of or default under any agreement to which the Shareholder is a party or any order or decree of any court or regulatory body to which the Shareholder is subject.