Common use of Representations of the Buyer Clause in Contracts

Representations of the Buyer. The Buyer represents and warrants to each Seller that, as of the date hereof and as of the Closing Date: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction that governs it, and has the full power and authority to carry on its business as now conducted and to own its assets; (b) this Agreement has been duly and validly executed and delivered by it, and, assuming the due execution and delivery thereof by each Seller, is a valid and binding obligation of it enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity; (c) it has full power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including to purchase, acquire and accept from the underwriters all right, title and interest in and to the Purchased IPO Shares; (d) the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder and the consummation of the transactions contemplated hereby will not: (i) conflict with or violate the organizational documents of it; or (ii) require any consent, approval, order or authorization of or other action by any Governmental Entity or any registration, qualification, declaration or filing (other than those that have been obtained or made and any filings required to be made with the Commission under Regulation 13D) with or without notice to any Governmental Entity, in each case on the part of or with respect to it, the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the transactions contemplated hereby; (e) there is no Proceeding pending or, to its knowledge, threatened, against it relating to the transactions contemplated by this Agreement; (f) the Buyer has available to it, and will have at the Closing, sufficient funds to consummate the purchase of the Purchased IPO Shares hereunder; and (g) it is relying on its own due diligence and review of the Company, its operations, financial condition and prospects, and acknowledges that none of the Sellers makes any representation or warranty of any kind, and specifically makes no representation or warranty of any kind regarding the business, operations, financial condition or prospects of the Company.

Representations of the Buyer. The Buyer represents to the Supplier as follows, and warrants to each Seller that, as of acknowledges that the date hereof and as of the Closing DateSupplier is relying on such representations in entering into this Agreement: (a) it The Buyer is duly organized, validly existing and in good standing a corporation continued under the laws of the jurisdiction that governs it, Electricity Act (Ontario) and has the full requisite power and authority to carry on its business as now conducted enter into this Agreement and to own perform its assets;obligations hereunder. (b) this This Agreement has been duly and validly executed authorized, executed, and delivered by it, and, assuming the due execution Buyer and delivery thereof by each Seller, is a valid and binding obligation of it the Buyer enforceable against it in accordance with its terms, except as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency and other similar laws affecting the rights of creditors generally and by general principles except that equitable remedies may be granted solely in the discretion of equity;a court of competent jurisdiction. (c) it has full power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including to purchase, acquire and accept from the underwriters all right, title and interest in and to the Purchased IPO Shares; (d) the The execution and delivery of this Agreement by it and the performance by it of its obligations hereunder Buyer and the consummation of the transactions contemplated hereby by this Agreement will not: not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under: (i) conflict with any contract or violate obligation to which the organizational documents of it; Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained; (ii) require the by-laws or resolutions of the directors (or any consentcommittee thereof) or shareholder of the Buyer; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, order consent or authorization of held by the Buyer; or (v) any Laws and Regulations, that could have a Material Adverse Effect on the Buyer. (d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other action similar proceedings pending against, or being contemplated by any Governmental Entity or any registrationthe Buyer or, qualificationto the knowledge of the Buyer, declaration or filing (other than those that have been obtained or made and any filings required to be made with threatened against the Commission under Regulation 13D) with or without notice to any Governmental Entity, in each case on the part of or with respect to it, the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the transactions contemplated hereby;Buyer. (e) there is There are no Proceeding pending actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to its knowledgethe knowledge of the Buyer, threatenedthreatened against the Buyer, against it relating to that could have a Material Adverse Effect on the transactions contemplated by this Agreement;Buyer. (f) All requirements for the Buyer has available to itmake any declaration, and will filing or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have at the Closing, sufficient funds to consummate the purchase of the Purchased IPO Shares hereunder; and (g) it is relying on its own due diligence and review of the Company, its operations, financial condition and prospects, and acknowledges that none of the Sellers makes any representation or warranty of any kind, and specifically makes no representation or warranty of any kind regarding the business, operations, financial condition or prospects of the Companybeen satisfied.

Representations of the Buyer. The Buyer represents to the Supplier as follows, and warrants to each Seller that, as of acknowledges that the date hereof and as of the Closing DateSupplier is relying on such representations in entering into this Agreement: (a) it The Buyer that was the original counterparty to this Agreement is duly organized, validly existing and in good standing a corporation without share capital created under the laws of the jurisdiction that governs itOntario, and has the full requisite power and authority to carry on its business as now conducted enter into this Agreement and to own perform its assets;obligations hereunder. (b) this This Agreement has been duly and validly executed authorized, executed, and delivered by it, and, assuming the due execution Buyer and delivery thereof by each Seller, is a valid and binding obligation of it the Buyer enforceable against it in accordance with its terms, except as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency and other similar laws affecting the rights of creditors generally and by general principles except that equitable remedies may be granted solely in the discretion of equity;a court of competent jurisdiction. (c) it has full power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including to purchase, acquire and accept from the underwriters all right, title and interest in and to the Purchased IPO Shares; (d) the The execution and delivery of this Agreement by it and the performance by it of its obligations hereunder Buyer and the consummation of the transactions contemplated hereby by this Agreement will not: not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under: (i) conflict with any contract or violate obligation to which the organizational documents of it; Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained; (ii) require the by-laws or resolutions of the directors (or any consentcommittee thereof) or shareholder of the Buyer; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, order consent or authorization of held by the Buyer; or (v) any Laws and Regulations, that could have a Material Adverse Effect on the Buyer. (d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other action similar proceedings pending against, or being contemplated by the Buyer or, to the knowledge of the Buyer, threatened against the Buyer. (e) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Entity Authority or arbitrator, or, to the knowledge of the Buyer, threatened against the Buyer, that could have a Material Adverse Effect on the Buyer. (f) All requirements for the Buyer to make any declaration, filing or registration with, give any notice to or obtain any licence, permit, certificate, registration, qualificationauthorization, declaration consent or filing approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied. (g) The Buyer is in compliance with all Laws and Regulations other than those that have been obtained or made and any filings required to be made with the Commission under Regulation 13D) with or without notice to any Governmental Entityacts of non- compliance which, in each case on the part of or with respect to it, the absence or omission of which would, either individually or in the aggregate, would not have a material adverse effect Material Adverse Effect on the transactions contemplated hereby; (e) there is no Proceeding pending or, to Buyer or on its knowledge, threatened, against it relating to the transactions contemplated by obligations under this Agreement; (f) the Buyer has available to it, and will have at the Closing, sufficient funds to consummate the purchase of the Purchased IPO Shares hereunder; and (g) it is relying on its own due diligence and review of the Company, its operations, financial condition and prospects, and acknowledges that none of the Sellers makes any representation or warranty of any kind, and specifically makes no representation or warranty of any kind regarding the business, operations, financial condition or prospects of the Company.

Representations of the Buyer. ‌ The Buyer represents to the Supplier as follows, and warrants to each Seller that, as of acknowledges that the date hereof and as of the Closing DateSupplier is relying on such representations in entering into this Agreement: (a) it The Buyer is duly organized, validly existing and in good standing a corporation without share capital created under the laws of the jurisdiction that governs itOntario, and has the full requisite power and authority to carry on its business as now conducted enter into this Agreement and to own perform its assets;obligations hereunder.‌ (b) this This Agreement has been duly and validly executed authorized, executed, and delivered by it, and, assuming the due execution Buyer and delivery thereof by each Seller, is a valid and binding obligation of it the Buyer enforceable against it in accordance with its terms, except as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency and other similar laws affecting the rights of creditors generally and by general principles except that equitable remedies may be granted solely in the discretion of equity;a court of competent jurisdiction. (c) it has full power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including to purchase, acquire and accept from the underwriters all right, title and interest in and to the Purchased IPO Shares; (d) the The execution and delivery of this Agreement by it and the performance by it of its obligations hereunder Buyer and the consummation of the transactions contemplated hereby by this Agreement will not: not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under: (i) conflict with any contract or violate obligation to which the organizational documents of it; Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained; (ii) require the by-laws or resolutions of the directors (or any consentcommittee thereof) or shareholder of the Buyer; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, order consent or authorization of or other action held by the Buyer; or (v) any Governmental Entity or any registrationLaws and Regulations, qualification, declaration or filing (other than those that could have been obtained or made and any filings required to be made with the Commission under Regulation 13D) with or without notice to any Governmental Entity, in each case a Material Adverse Effect on the part of or with respect to it, the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the transactions contemplated hereby;Buyer. (ed) there There is no Proceeding proceeding under any Insolvency Legislation pending against or being contemplated by the Buyer or, to its knowledgethe knowledge of the Buyer, threatened, threatened against it relating to the transactions contemplated by this Agreement; (f) the Buyer or any of its property, nor has available the Buyer consented to itan order for a proceeding under Insolvency Legislation under the terms of a forbearance agreement or otherwise, and will have at the Closing, sufficient funds or otherwise taken any steps to consummate the purchase of the Purchased IPO Shares hereunder; and (g) it is relying on its own due diligence and review of the Company, its operations, financial condition and prospects, and acknowledges that none of the Sellers makes any representation or warranty of any kind, and specifically makes no representation or warranty of any kind regarding the business, operations, financial condition or prospects of the Companycommence a proceeding under Insolvency Legislation.

Representations of the Buyer. ‌ The Buyer represents to the Supplier as follows, and warrants to each Seller that, as of acknowledges that the date hereof and as of the Closing DateSupplier is relying on such representations in entering into this Agreement: (a) it The Buyer is duly organized, validly existing and in good standing a corporation without share capital created under the laws of the jurisdiction that governs itOntario, and has the full requisite power and authority to carry on its business as now conducted enter into this Agreement and to own perform its assets;obligations hereunder.‌ Draft (b) this This Agreement has been duly and validly executed authorized, executed, and delivered by it, and, assuming the due execution Buyer and delivery thereof by each Seller, is a valid and binding obligation of it the Buyer enforceable against it in accordance with its terms, except as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency and other similar laws affecting the rights of creditors generally and by general principles except that equitable remedies may be granted solely in the discretion of equity;a court of competent jurisdiction. (c) it has full power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including to purchase, acquire and accept from the underwriters all right, title and interest in and to the Purchased IPO Shares; (d) the The execution and delivery of this Agreement by it and the performance by it of its obligations hereunder Buyer and the consummation of the transactions contemplated hereby by this Agreement will not: not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under: (i) conflict with any contract or violate obligation to which the organizational documents of it; Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained; (ii) require the by-laws or resolutions of the directors (or any consentcommittee thereof) or shareholder of the Buyer; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, order consent or authorization of or other action held by the Buyer; or (v) any Governmental Entity or any registrationLaws and Regulations, qualification, declaration or filing (other than those that could have been obtained or made and any filings required to be made with the Commission under Regulation 13D) with or without notice to any Governmental Entity, in each case a Material Adverse Effect on the part of or with respect to it, the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the transactions contemplated hereby;Buyer. (ed) there There is no Proceeding proceeding under any Insolvency Legislation pending against or being contemplated by the Buyer or, to its knowledgethe knowledge of the Buyer, threatened, threatened against it relating to the transactions contemplated by this Agreement; (f) the Buyer or any of its property, nor has available the Buyer consented to itan order for a proceeding under Insolvency Legislation under the terms of a forbearance agreement or otherwise, and will have at the Closing, sufficient funds or otherwise taken any steps to consummate the purchase of the Purchased IPO Shares hereunder; and (g) it is relying on its own due diligence and review of the Company, its operations, financial condition and prospects, and acknowledges that none of the Sellers makes any representation or warranty of any kind, and specifically makes no representation or warranty of any kind regarding the business, operations, financial condition or prospects of the Companycommence a proceeding under Insolvency Legislation.

Representations of the Buyer. ‌ The Buyer represents to the Supplier as follows, and warrants to each Seller that, as of acknowledges that the date hereof and as of the Closing DateSupplier is relying on such representations in entering into this Agreement: (a) it The Buyer is duly organized, validly existing and in good standing a corporation without share capital created under the laws of the jurisdiction that governs itOntario, and has the full requisite power and authority to carry on its business as now conducted enter into this Agreement and to own perform its assets;obligations hereunder.‌ (b) this This Agreement has been duly and validly executed authorized, executed, and delivered by it, and, assuming the due execution Buyer and delivery thereof by each Seller, is a valid and binding obligation of it the Buyer enforceable against it in accordance with its terms, except as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency and other similar laws affecting the rights of creditors generally and by general principles except that equitable remedies may be granted solely in the discretion of equity;a court of competent jurisdiction. (c) it has full power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including to purchase, acquire and accept from the underwriters all right, title and interest in and to the Purchased IPO Shares; (d) the The execution and delivery of this Agreement by it and the performance by it of its obligations hereunder Buyer and the consummation of the transactions contemplated hereby by this Agreement will not: not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under: (i) conflict with any contract or violate obligation to which the organizational documents of it; Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained; (ii) require the by-laws or resolutions of the directors (or any consentcommittee thereof) or shareholder of the Buyer; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, order consent or authorization of held by the Buyer; or (v) any Laws and Regulations, that could have a Material Adverse Effect on the Buyer. (d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other action similar proceedings pending against, or being contemplated by the Buyer or, to the knowledge of the Buyer, threatened against the Buyer. (e) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Entity Authority or arbitrator, or, to the knowledge of the Buyer, threatened against the Buyer, that could have a Material Adverse Effect on the Buyer. (f) All requirements for the Buyer to make any declaration, filing or registration with, give any notice to or obtain any licence, permit, certificate, registration, qualificationauthorization, declaration consent or filing approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied. (g) The Buyer is in compliance with all Laws and Regulations other than those that have been obtained or made and any filings required to be made with the Commission under Regulation 13D) with or without notice to any Governmental Entityacts of non- compliance which, in each case on the part of or with respect to it, the absence or omission of which would, either individually or in the aggregate, would not have a material adverse effect Material Adverse Effect on the transactions contemplated hereby; (e) there is no Proceeding pending or, to Buyer or on its knowledge, threatened, against it relating to the transactions contemplated by obligations under this Agreement; (f) the Buyer has available to it, and will have at the Closing, sufficient funds to consummate the purchase of the Purchased IPO Shares hereunder; and (g) it is relying on its own due diligence and review of the Company, its operations, financial condition and prospects, and acknowledges that none of the Sellers makes any representation or warranty of any kind, and specifically makes no representation or warranty of any kind regarding the business, operations, financial condition or prospects of the Company.

Representations of the Buyer. ‌ The Buyer represents to the Supplier as at the execution of this Agreement as follows, and warrants to each Seller that, as of acknowledges that the date hereof and as of the Closing DateSupplier is relying on such representations in entering into this Agreement: (a) it The Buyer that was the original counterparty to this Agreement is duly organized, validly existing and in good standing a corporation without share capital created under the laws of the jurisdiction that governs itOntario, and has the full requisite power and authority to carry on its business as now conducted enter into this Agreement and to own perform its assets;obligations hereunder.‌ (b) this This Agreement has been duly and validly authorized, executed and delivered by it, and, assuming the due execution Buyer and delivery thereof by each Seller, is a valid and binding obligation of it the Buyer enforceable against it in accordance with its terms, except as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency and other similar laws affecting the rights of creditors generally and by general principles except that equitable remedies may be granted solely in the discretion of equity;a court of competent jurisdiction. (c) it has full power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including to purchase, acquire and accept from the underwriters all right, title and interest in and to the Purchased IPO Shares; (d) the The execution and delivery of this Agreement by it and the performance by it of its obligations hereunder Buyer and the consummation of the transactions contemplated hereby by this Agreement will not: not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under: (i) conflict with any contract or violate obligation to which the organizational documents of it; Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained; (ii) require the by-laws or resolutions of the directors (or any consentcommittee thereof) or shareholder of the Buyer; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, order consent or authorization of held by the Buyer; or (v) any Laws and Regulations, that could have a Material Adverse Effect on the Buyer. (d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other action similar proceedings pending against, or being contemplated by any Governmental Entity or any registrationthe Buyer or, qualificationto the knowledge of the Buyer, declaration or filing (other than those that have been obtained or made and any filings required to be made with threatened against the Commission under Regulation 13D) with or without notice to any Governmental Entity, in each case on the part of or with respect to it, the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the transactions contemplated hereby;Buyer. (e) there is There are no Proceeding pending actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to its knowledgethe knowledge of the Buyer, threatenedthreatened against the Buyer, against it relating to that could have a Material Adverse Effect on the transactions contemplated by this Agreement;Buyer. (f) All requirements for the Buyer has available to itmake any declaration, and will filing or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have at the Closing, sufficient funds to consummate the purchase of the Purchased IPO Shares hereunder; and (g) it is relying on its own due diligence and review of the Company, its operations, financial condition and prospects, and acknowledges that none of the Sellers makes any representation or warranty of any kind, and specifically makes no representation or warranty of any kind regarding the business, operations, financial condition or prospects of the Companybeen satisfied.

Representations of the Buyer. The Buyer represents to the Supplier as follows and warrants to each Seller thatacknowledges that the Supplier is relying on such representations in entering into this Agreement: York Region DR Contract Released November 30, as of the date hereof and as of the Closing Date:2005 (a) it The Buyer that was the original counterparty to this Agreement is duly organized, validly existing and in good standing a corporation continued under the laws of the jurisdiction that governs it, Electricity Xxxxxxxxxxxxx Xxx 0000 (Ontario) and has the full requisite power and authority to carry on its business as now conducted enter into this Agreement and to own perform its assets;obligations hereunder. (b) this This Agreement has been duly and validly executed authorized, executed, and delivered by it, and, assuming the due execution Buyer and delivery thereof by each Seller, is a valid and binding obligation of it the Buyer enforceable against it in accordance with its terms, except as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency and other similar laws affecting the rights of creditors generally and by general principles except that equitable remedies may be granted solely in the discretion of equity;a court of competent jurisdiction. (c) it has full power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including to purchase, acquire and accept from the underwriters all right, title and interest in and to the Purchased IPO Shares; (d) the The execution and delivery of this Agreement by it and the performance by it of its obligations hereunder Buyer and the consummation of the transactions contemplated hereby by this Agreement will not: not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under: (i) conflict with any contract or violate obligation to which the organizational documents of it; Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained; (ii) require the by-laws or resolutions of the directors (or any consentcommittee thereof) or shareholder of the Buyer; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, order consent or authorization of held by the Buyer; or (v) any Laws and Regulations, that could have a Material Adverse Effect on the Buyer. (d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other action similar proceedings pending against, or being contemplated by any Governmental Entity or any registrationthe Buyer or, qualificationto the knowledge of the Buyer, declaration or filing (other than those that have been obtained or made and any filings required to be made with threatened against the Commission under Regulation 13D) with or without notice to any Governmental Entity, in each case on the part of or with respect to it, the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the transactions contemplated hereby;Buyer. (e) there is There are no Proceeding pending actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to its knowledgethe knowledge of the Buyer, threatened, threatened against it relating to the transactions contemplated by this Agreement;Buyer which could have a Material Adverse Effect on the Buyer. (f) All requirements for the Buyer has available to itmake any declaration, and will have at the Closingfiling or registration with, sufficient funds give any notice to consummate the purchase of the Purchased IPO Shares hereunder; and (g) it is relying on its own due diligence and review of the Companyor obtain any licence, its operationspermit, financial condition and prospectscertificate, and acknowledges that none of the Sellers makes any representation registration, authorization, consent or warranty approval of any kindGovernmental Authority as a condition to entering into this Agreement have been satisfied. York Region DR Contract Released November 30, and specifically makes no representation or warranty of any kind regarding the business, operations, financial condition or prospects of the Company.2005

Representations of the Buyer. The Buyer represents to the Supplier as follows, and warrants to each Seller that, as of acknowledges that the date hereof and as of the Closing DateSupplier is relying on such representations in entering into this Agreement: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction that governs it, and The Buyer has the full requisite power and authority to carry on its business as now conducted enter into this Agreement and to own perform its assets;obligations hereunder. The executed Agreement, however, is subject to final approval by the NJBPU. (b) this This Agreement has been duly and validly executed authorized, executed, and delivered by it, and, assuming the due execution Buyer and delivery thereof by each Seller, is a valid and binding obligation of it the Buyer enforceable against it in accordance with its terms, except as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity;Bankruptcy. (c) it has full power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including to purchase, acquire and accept from the underwriters all right, title and interest in and to the Purchased IPO Shares; (d) the The execution and delivery of this Agreement by it and the performance by it of its obligations hereunder Buyer and the consummation of the transactions contemplated hereby by this Agreement will not: (i) not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or violate cause the organizational documents termination, cancellation or acceleration of it; any material obligation of the Buyer under: 1. any contract or obligation to which the Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained; 2. the by-laws or resolutions of the directors (iior any committee thereof) require or shareholders of the Buyer; 3. any consentjudgment, decree, order or award of any Governmental Authority or arbitrator; 4. any license, Permit, approval, order consent or authorization of or other action held by the Buyer; or 5. any Governmental Entity or any registration, qualification, declaration or filing (other than those Law that have been obtained or made and any filings required could reasonably expect to be made with the Commission under Regulation 13D) with or without notice to any Governmental Entity, in each case on the part of or with respect to it, the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the transactions Buyer or the Buyer's performance of its obligations under this Agreement. (d) There is no Bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against, or being contemplated hereby;by the Buyer or, to the knowledge of the Buyer, threatened against the Buyer. (e) there is There are no Proceeding pending actions, suits, proceedings, judgments, rulings or orders by or before any Government Authority or arbitrator, or, to the knowledge of the Buyer, threatened against the Buyer that could reasonably expect to have a material adverse effect on the Buyer or the Buyer's ability to perform its knowledge, threatened, against it relating to the transactions contemplated by obligations under this Agreement;. (f) All requirements for the Buyer has available to itmake any declaration, and will filing or registration with, give any notice to or obtain any license, Permit, certificate, registration, authorization, consent or approval of, any regulator}- authority as a condition to entering into this Agreement have at the Closing, sufficient funds to consummate the purchase of the Purchased IPO Shares hereunder; and (g) it is relying on its own due diligence and review of the Company, its operations, financial condition and prospects, and acknowledges that none of the Sellers makes any representation or warranty of any kind, and specifically makes no representation or warranty of any kind regarding the business, operations, financial condition or prospects of the Companybeen satisfied.

Representations of the Buyer. ‌ The Buyer represents to the Supplier as follows, and warrants to each Seller that, as of acknowledges that the date hereof and as of the Closing DateSupplier is relying on such representations in entering into this Agreement: (a) it The Buyer is duly organized, validly existing and in good standing a corporation without share capital created under the laws of the jurisdiction that governs itOntario, and has the full requisite power and authority to carry on its business as now conducted enter into this Agreement and to own perform its assets;obligations hereunder. (b) this This Agreement has been duly and validly executed authorized, executed, and delivered by it, and, assuming the due execution Buyer and delivery thereof by each Seller, is a valid and binding obligation of it the Buyer enforceable against it in accordance with its terms, except as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency and other similar laws affecting the rights of creditors generally and by general principles except that equitable remedies may be granted solely in the discretion of equity;a court of competent jurisdiction. (c) it has full power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including to purchase, acquire and accept from the underwriters all right, title and interest in and to the Purchased IPO Shares; (d) the The execution and delivery of this Agreement by it and the performance by it of its obligations hereunder Buyer and the consummation of the transactions contemplated hereby by this Agreement will not: not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under: (i) conflict with any contract or violate obligation to which the organizational documents of it; Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained; (ii) require the by-laws or resolutions of the directors (or any consentcommittee thereof) or shareholder of the Buyer; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, order consent or authorization of held by the Buyer; or (v) any Laws and Regulations, that could have a Material Adverse Effect on the Buyer. (d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other action similar proceedings pending against, or being contemplated by the Buyer or, to the knowledge of the Buyer, threatened against the Buyer. (e) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Entity Authority or arbitrator, or, to the knowledge of the Buyer, threatened against the Buyer, that could have a Material Adverse Effect on the Buyer. (f) All requirements for the Buyer to make any declaration, filing or registration with, give any notice to or obtain any licence, permit, certificate, registration, qualificationauthorization, declaration consent or filing approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied. (g) The Buyer is in compliance with all Laws and Regulations other than those that have been obtained or made and any filings required to be made with the Commission under Regulation 13D) with or without notice to any Governmental Entityacts of non- compliance which, in each case on the part of or with respect to it, the absence or omission of which would, either individually or in the aggregate, would not have a material adverse effect Material Adverse Effect on the transactions contemplated hereby; (e) there is no Proceeding pending or, to Buyer or on its knowledge, threatened, against it relating to the transactions contemplated by obligations under this Agreement; (f) the Buyer has available to it, and will have at the Closing, sufficient funds to consummate the purchase of the Purchased IPO Shares hereunder; and (g) it is relying on its own due diligence and review of the Company, its operations, financial condition and prospects, and acknowledges that none of the Sellers makes any representation or warranty of any kind, and specifically makes no representation or warranty of any kind regarding the business, operations, financial condition or prospects of the Company.

Representations of the Buyer. The Buyer represents and warrants to each Seller that, the Sellers as of the date hereof and as of the Closing Datefollows: (a1) it is duly organized, validly existing and in good standing under the laws of the jurisdiction that governs it, and Buyer has the full power and authority to carry on its business as now conducted execute and deliver this agreement and to own perform its assetsobligations under this agreement, and execution and delivery of this agreement and performance by it of its obligations under this agreement have been duly authorized by the Buyer’s board of directors and no other proceedings on the part of the Buyer are necessary with respect thereto; (b2) this Agreement agreement has been duly and validly executed and delivered by it, and, assuming the due execution Buyer and delivery thereof by each Seller, is constitutes a valid and binding obligation of it agreement, enforceable against it in accordance with its terms, except as such enforceability may be is limited by (A) any applicable bankruptcy, insolvency, reorganization, moratorium and other moratorium, or similar laws law affecting the creditors’ rights of creditors generally and by generally, or (B) general principles of equity, whether considered in a proceeding in equity or at law; (c3) it has full power execution, delivery and authority performance of this agreement is in compliance with and does not violate the terms of any agreement to enter into this Agreement and to consummate which the transactions contemplated Buyer is a party or by this Agreement, including to purchase, acquire and accept from which the underwriters all right, title and interest in and to the Purchased IPO SharesBuyer is bound; (d4) the execution authorized capital stock of the Buyer consists of __________shares of preferred stock, at a par value of $0.001 and delivery ___________shares of common stock, at a par value of $0.001, As of the date of this Agreement by it agreement there are ___________shares of Buyer common stock issued and outstanding (excluding the performance by it of its obligations hereunder and the consummation of the transactions contemplated hereby will not: (i) conflict with or violate the organizational documents of it; or (ii) require any consent, approval, order or authorization of or other action by any Governmental Entity or any registration, qualification, declaration or filing (other than those that have been obtained or made and any filings required to be made with the Commission under Regulation 13D) with or without notice to any Governmental Entity, in each case on the part of or with respect to it, the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the transactions contemplated herebyRWS Shares); (e5) there is no Proceeding pending orall of the issued and outstanding shares of Buyer common stock have been duly authorized and are validly issued, to its knowledge, threatened, against it relating to the transactions contemplated by this Agreement; (f) the Buyer has available to itfully paid, and nonassessable, and the RWS Shares have been duly authorized and on issuance will have at the Closingbe validly issued, sufficient funds to consummate the purchase of the Purchased IPO Shares hereunderfully paid, and nonassessable; and (g6) it is relying on its own due diligence and review the Buyer acknowledges that any resale of any of the CompanyShares is restricted under Rule 144 promulgated under the Securities Act of 1933, its operations, financial condition and prospects, and acknowledges that none of the Sellers makes any representation or warranty of any kind, and specifically makes no representation or warranty of any kind regarding the business, operations, financial condition or prospects of the Companyas amended.

Representations of the Buyer. The Buyer represents and warrants to each Seller that, as of the date hereof and as of the Closing Date: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction that governs it, and has the full power and authority to carry on its business as now conducted and to own its assets; (b) this Agreement and the Stockholders Agreement, dated as of the date hereof, between the Buyer and the Company (the “Stockholders Agreement”), has been been, and the Assignment and Assumption Agreement will be, duly and validly executed and delivered by it, and, assuming the due execution and delivery thereof by each Sellerother party thereto, is a valid and binding obligation of it enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity; (c) it has full corporate power and authority to enter into this Agreement, the Stockholders Agreement and the Assignment and Assumption Agreement and to consummate the transactions contemplated by this Agreementhereby and thereby, including to purchase, acquire and accept from the underwriters Sellers all right, title and interest in and to the Purchased IPO SharesInterests; (d) the execution and delivery of this Agreement, the Stockholders Agreement and the Assignment and Assumption Agreement by it and the performance by it of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, will not: : (i) conflict with or violate the its organizational documents of it; or documents; (ii) require any consent, approval, order or authorization of or other action by any Governmental Entity or any registration, qualification, declaration or filing (other than those that have been obtained or made and (A) any filings required to be made with the Commission SEC under Regulation 13Dthe Securities Act or the Exchange Act; and (B) the compliance with and filings and/or notices under the HSR Act) with or without notice to any Governmental Entity, in each case on the part of or with respect to it, the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the Buyer’s ability to consummate the transactions contemplated hereby; provided, however, that no representation or warranty is made with respect to any of the foregoing which the Buyer may be required to obtain, give or make as a result of the specific legal or regulatory status of any Seller or any of its affiliates or as a result of any other facts that specifically relate to any Seller or any of its affiliates; provided, further, however, that no representation or warranty is made regarding the Cable Communications Act of 1984, as amended, the rules and regulations of the FCC, the Communications Act of 1934, as amended, the Telecommunications Act of 1996, as amended, local or municipal Law or the rules and regulations of any public utility commission; (iii) require, on the part of it, any consent by or approval of or notice to any other person or entity (other than a Governmental Entity), the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the Buyer’s ability to consummate the transactions contemplated hereby; or (iv) result (with or without notice, lapse of time or otherwise) in a breach of the terms or conditions of, a default under, a conflict with, or the acceleration of (or the creation in any person of any right to cause the acceleration of) any performance of any obligation or any increase in any payment required by, or the termination, suspension, modification, impairment or forfeiture (or the creation in any person of any right to cause the termination, suspension, modification, impairment or forfeiture) of any material rights or privileges of it under (x) any Contract or any Judgment to which it is a party or by or to which it, its properties or its assets may be subject, bound or affected or (y) any applicable Law, assuming all required filings are made under the HSR Act and any waiting period (and any extension thereof) under the HSR Act and the rules and regulations promulgated thereunder applicable to the transactions contemplated hereby shall have expired or been terminated, in each case, other than any such Violations as would not, either individually or in the aggregate, have a material adverse effect on the Buyer’s ability to consummate the transactions contemplated hereby; provided, however, that no representation or warranty is made regarding the Cable Communications Act of 1984, as amended, the rules and regulations of the FCC, the Communications Act of 1934, as amended, the Telecommunications Act of 1996, as amended, local or municipal Law or the rules and regulations of any public utility commission; (e) as of the date hereof, there is no Proceeding pending or, to its knowledge, threatened, against it relating to the transactions contemplated by this Agreement; (f) the Buyer has available to it, and will have at the Closing, Closing sufficient funds to consummate the purchase of the Purchased IPO Shares Interests hereunder; and; (g) it is (i) acquiring the Purchased Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof, and Buyer acknowledges that the Purchased Warrants are not registered under the Securities Act or any state securities laws, and that the Purchased Warrants may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable, and (ii) relying on its own due diligence and review of the Company, its operations, operations and financial condition and prospectscondition, and acknowledges that none of the Sellers makes any representation or warranty of any kind, and specifically makes no representation or warranty of any kind regarding the business, operations, operations or financial condition or prospects of the Company, in each case, other than those set forth in this Agreement; and (h) as of the date hereof, each of the persons set forth on Schedule 1.3(h) (each, a “Buyer Designee”) is qualified to serve as a member of the Board of Directors under the Company’s Corporate Governance Guidelines as in effect on the date hereof; (i) it is not bound by or subject to any Contract with any person which will result in any Seller being obligated to pay any finder’s fees, brokerage or agent’s commissions or other like payments in connection with the negotiations leading to this Agreement or the consummation of the transactions contemplated hereby; and (j) no shares of Common Stock or securities that are convertible, exchangeable or exercisable into Common Stock are beneficially owned (as defined by Rule 13d-3 under the Exchange Act) by the Buyer or any of its controlled affiliates other than the Purchased Interests to be acquired at the Closing.

Representations of the Buyer. The Buyer represents to the Supplier as follows, and warrants to each Seller that, as of acknowledges that the date hereof and as of the Closing DateSupplier is relying on such representations in entering into this Agreement: (a) it The Buyer is duly organized, validly existing and in good standing a corporation without share capital created under the laws of the jurisdiction that governs itOntario, and has the full requisite power and authority to carry on its business as now conducted enter into this Agreement and to own perform its assets;obligations hereunder.‌ (b) this This Agreement has been duly and validly executed authorized, executed, and delivered by it, and, assuming the due execution Buyer and delivery thereof by each Seller, is a valid and binding obligation of it the Buyer enforceable against it in accordance with its terms, except as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency and other similar laws affecting the rights of creditors generally and by general principles except that equitable remedies may be granted solely in the discretion of equity;a court of competent jurisdiction.‌ (c) it has full power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including to purchase, acquire and accept from the underwriters all right, title and interest in and to the Purchased IPO Shares; (d) the The execution and delivery of this Agreement by it and the performance by it of its obligations hereunder Buyer and the consummation of the transactions contemplated hereby by this Agreement will not: not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under:‌ Draft (i) conflict with any contract or violate obligation to which the organizational documents of it; Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained;‌‌ (ii) require the by-laws or resolutions of the directors (or any consentcommittee thereof) or shareholder of the Buyer;‌ (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, order consent or authorization held by the Buyer; or‌ (v) any Laws and Regulations,‌ (d) There is no proceeding under any Insolvency Legislation pending against or being contemplated by the Buyer or, to the knowledge of the Buyer, threatened against the Buyer or other action any of its property, nor has the Buyer consented to an order for a proceeding under Insolvency Legislation under the terms of a forbearance agreement or otherwise, or otherwise taken any steps to commence a proceeding under Insolvency Legislation.‌ (e) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Entity Authority or arbitrator, or, to the knowledge of the Buyer, threatened against the Buyer, that could have a Material Adverse Effect on the Buyer.‌ (f) All requirements for the Buyer to make any declaration, filing or registration with, give any notice to or obtain any licence, permit, certificate, registration, qualificationauthorization, declaration consent or filing approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied.‌ (g) The Buyer is in compliance with all Laws and Regulations other than those that have been obtained or made and any filings required to be made with the Commission under Regulation 13D) with or without notice to any Governmental Entityacts of non-compliance which, in each case on the part of or with respect to it, the absence or omission of which would, either individually or in the aggregate, would not have a material adverse effect Material Adverse Effect on the transactions contemplated hereby; (e) there is no Proceeding pending or, to its knowledge, threatened, against it relating to the transactions contemplated by this Agreement; (f) the Buyer has available to it, and will have at the Closing, sufficient funds to consummate the purchase of the Purchased IPO Shares hereunder; and (g) it is relying or on its own due diligence and review of the Company, its operations, financial condition and prospects, and acknowledges that none of the Sellers makes any representation or warranty of any kind, and specifically makes no representation or warranty of any kind regarding the business, operations, financial condition or prospects of the Company.obligations under this Agreement.‌

Representations of the Buyer. The Buyer represents to the Supplier as follows, and warrants to each Seller that, as of acknowledges that the date hereof and as of the Closing DateSupplier is relying on such representations in entering into this Agreement: (a) it The Buyer is duly organized, validly existing and in good standing a corporation without share capital created under the laws of the jurisdiction that governs itOntario, and has the full requisite power and authority to carry on its business as now conducted enter into this Agreement and to own perform its assets;obligations hereunder.‌ (b) this This Agreement has been duly and validly executed authorized, executed, and delivered by it, and, assuming the due execution Buyer and delivery thereof by each Seller, is a valid and binding obligation of it the Buyer enforceable against it in accordance with its terms, except as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency and other similar laws affecting the rights of creditors generally and by general principles except that equitable remedies may be granted solely in the discretion of equity;a court of competent jurisdiction.‌ (c) it has full power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including to purchase, acquire and accept from the underwriters all right, title and interest in and to the Purchased IPO Shares; (d) the The execution and delivery of this Agreement by it and the performance by it of its obligations hereunder Buyer and the consummation of the transactions contemplated hereby by this Agreement will not: not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under:‌‌ (i) conflict with any contract or violate obligation to which the organizational documents of it; Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained;‌ (ii) require the by-laws or resolutions of the directors (or any consentcommittee thereof) or shareholder of the Buyer;‌ (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, order consent or authorization of or other action held by any Governmental Entity or any registration, qualification, declaration or filing (other than those that have been obtained or made and any filings required to be made with the Commission under Regulation 13D) with or without notice to any Governmental Entity, in each case on the part of or with respect to it, the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the transactions contemplated hereby;Buyer; or‌ (ev) there any Laws and Regulations,‌ (d) There is no Proceeding proceeding under any Insolvency Legislation pending against or being contemplated by the Buyer or, to its knowledgethe knowledge of the Buyer, threatened, threatened against it relating to the transactions contemplated by this Agreement; (f) the Buyer or any of its property, nor has available the Buyer consented to itan order for a proceeding under Insolvency Legislation under the terms of a forbearance agreement or otherwise, and will have at the Closing, sufficient funds or otherwise taken any steps to consummate the purchase of the Purchased IPO Shares hereunder; and (g) it is relying on its own due diligence and review of the Company, its operations, financial condition and prospects, and acknowledges that none of the Sellers makes any representation or warranty of any kind, and specifically makes no representation or warranty of any kind regarding the business, operations, financial condition or prospects of the Company.commence a proceeding under Insolvency Legislation.‌

Representations of the Buyer. The Buyer represents to the Supplier as follows, and warrants to each Seller that, as of acknowledges that the date hereof and as of the Closing DateSupplier is relying on such representations in entering into this Agreement: (a) it The Buyer is duly organized, validly existing and in good standing a corporation without share capital created under the laws of the jurisdiction that governs itOntario, and has the full requisite power and authority to carry on its business as now conducted enter into this Agreement and to own perform its assets;obligations hereunder.‌ Draft (b) this This Agreement has been duly and validly executed authorized, executed, and delivered by it, and, assuming the due execution Buyer and delivery thereof by each Seller, is a valid and binding obligation of it the Buyer enforceable against it in accordance with its terms, except as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency and other similar laws affecting the rights of creditors generally and by general principles except that equitable remedies may be granted solely in the discretion of equity;a court of competent jurisdiction.‌‌ (c) it has full power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including to purchase, acquire and accept from the underwriters all right, title and interest in and to the Purchased IPO Shares; (d) the The execution and delivery of this Agreement by it and the performance by it of its obligations hereunder Buyer and the consummation of the transactions contemplated hereby by this Agreement will not: not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under:‌ (i) conflict with any contract or violate obligation to which the organizational documents of it; Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained;‌‌ (ii) require the by-laws or resolutions of the directors (or any consentcommittee thereof) or shareholder of the Buyer;‌ (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, order consent or authorization of or other action held by any Governmental Entity or any registration, qualification, declaration or filing (other than those that have been obtained or made and any filings required to be made with the Commission under Regulation 13D) with or without notice to any Governmental Entity, in each case on the part of or with respect to it, the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the transactions contemplated hereby;Buyer; or‌ (ev) there any Laws and Regulations,‌ (d) There is no Proceeding proceeding under any Insolvency Legislation pending against or being contemplated by the Buyer or, to its knowledgethe knowledge of the Buyer, threatened, threatened against it relating to the transactions contemplated by this Agreement; (f) the Buyer or any of its property, nor has available the Buyer consented to itan order for a proceeding under Insolvency Legislation under the terms of a forbearance agreement or otherwise, and will have at the Closing, sufficient funds or otherwise taken any steps to consummate the purchase of the Purchased IPO Shares hereunder; and (g) it is relying on its own due diligence and review of the Company, its operations, financial condition and prospects, and acknowledges that none of the Sellers makes any representation or warranty of any kind, and specifically makes no representation or warranty of any kind regarding the business, operations, financial condition or prospects of the Company.commence a proceeding under Insolvency Legislation.‌

Representations of the Buyer. ‌ The Buyer represents to the Supplier as follows, and warrants to each Seller that, as of acknowledges that the date hereof and as of the Closing Date:Supplier is relying on such representations in entering into this Agreement: Draft (a) it The Buyer is duly organized, validly existing and in good standing a corporation without share capital created under the laws of the jurisdiction that governs itOntario, and has the full requisite power and authority to carry on its business as now conducted enter into this Agreement and to own perform its assets;obligations hereunder.‌ (b) this This Agreement has been duly and validly executed authorized, executed, and delivered by it, and, assuming the due execution Buyer and delivery thereof by each Seller, is a valid and binding obligation of it the Buyer enforceable against it in accordance with its terms, except as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency and other similar laws affecting the rights of creditors generally and by general principles except that equitable remedies may be granted solely in the discretion of equity;a court of competent jurisdiction. (c) it has full power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including to purchase, acquire and accept from the underwriters all right, title and interest in and to the Purchased IPO Shares; (d) the The execution and delivery of this Agreement by it and the performance by it of its obligations hereunder Buyer and the consummation of the transactions contemplated hereby by this Agreement will not: not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under: (i) conflict with any contract or violate obligation to which the organizational documents of it; Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained; (ii) require the by-laws or resolutions of the directors (or any consentcommittee thereof) or shareholder of the Buyer; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, order consent or authorization of or other action held by the Buyer; or (v) any Governmental Entity or any registrationLaws and Regulations, qualification, declaration or filing (other than those that could have been obtained or made and any filings required to be made with the Commission under Regulation 13D) with or without notice to any Governmental Entity, in each case a Material Adverse Effect on the part of or with respect to it, the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the transactions contemplated hereby;Buyer. (ed) there There is no Proceeding proceeding under any Insolvency Legislation pending against or being contemplated by the Buyer or, to its knowledgethe knowledge of the Buyer, threatened, threatened against it relating to the transactions contemplated by this Agreement; (f) the Buyer or any of its property, nor has available the Buyer consented to itan order for a proceeding under Insolvency Legislation under the terms of a forbearance agreement or otherwise, and will have at the Closing, sufficient funds or otherwise taken any steps to consummate the purchase of the Purchased IPO Shares hereunder; and (g) it is relying on its own due diligence and review of the Company, its operations, financial condition and prospects, and acknowledges that none of the Sellers makes any representation or warranty of any kind, and specifically makes no representation or warranty of any kind regarding the business, operations, financial condition or prospects of the Companycommence a proceeding under Insolvency Legislation.

Representations of the Buyer. ‌ The Buyer represents to the Supplier as follows, and warrants to each Seller that, as of acknowledges that the date hereof and as of the Closing DateSupplier is relying on such representations in entering into this Agreement: (a) it The Buyer is duly organized, validly existing and in good standing a corporation without share capital created under the laws of the jurisdiction that governs itOntario, and has the full requisite power and authority to carry on its business as now conducted enter into this Agreement and to own perform its assets;obligations hereunder.‌ (b) this This Agreement has been duly and validly executed authorized, executed, and delivered by it, and, assuming the due execution Buyer and delivery thereof by each Seller, is a valid and binding obligation of it the Buyer enforceable against it in accordance with its terms, except as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency and other similar laws affecting the rights of creditors generally and by general principles except that equitable remedies may be granted solely in the discretion of equity;a court of competent jurisdiction. (c) it has full power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including to purchase, acquire and accept from the underwriters all right, title and interest in and to the Purchased IPO Shares; (d) the The execution and delivery of this Agreement by it and the performance by it of its obligations hereunder Buyer and the consummation of the transactions contemplated hereby by this Agreement will not: not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under: (i) conflict with any contract or violate obligation to which the organizational documents of it; Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained; (ii) require the by-laws or resolutions of the directors (or any consentcommittee thereof) or shareholder of the Buyer; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, order consent or authorization of or other action held by the Buyer; or (v) any Governmental Entity or any registrationLaws and Regulations, qualification, declaration or filing (other than those that could have been obtained or made and any filings required to be made with the Commission under Regulation 13D) with or without notice to any Governmental Entity, in each case a Material Adverse Effect on the part of or with respect to it, the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the transactions contemplated hereby;Buyer. Draft (ed) there There is no Proceeding proceeding under any Insolvency Legislation pending against or being contemplated by the Buyer or, to its knowledgethe knowledge of the Buyer, threatened, threatened against it relating to the transactions contemplated by this Agreement; (f) the Buyer or any of its property, nor has available the Buyer consented to itan order for a proceeding under Insolvency Legislation under the terms of a forbearance agreement or otherwise, and will have at the Closing, sufficient funds or otherwise taken any steps to consummate the purchase of the Purchased IPO Shares hereunder; and (g) it is relying on its own due diligence and review of the Company, its operations, financial condition and prospects, and acknowledges that none of the Sellers makes any representation or warranty of any kind, and specifically makes no representation or warranty of any kind regarding the business, operations, financial condition or prospects of the Companycommence a proceeding under Insolvency Legislation.

Representations of the Buyer. The Buyer hereby represents and warrants to each the Seller that, as of the date hereof and as of the Closing Date: (a) it The Buyer is duly organized, validly existing and in good standing under the laws of the jurisdiction that governs it, Republic of the Xxxxxxxx Islands and has the full power and authority to carry on its business as now conducted and to own its assets;assets and conduct its business. (b) The Buyer has all necessary power and authority to execute, deliver and perform this Agreement and any other agreements contemplated hereby and has been taken all necessary action to consummate the transactions contemplated hereby and to perform its obligations hereunder and thereunder. No further action on the part of the Buyer is required in connection with the execution, delivery and performance of this Agreement. (c) The Buyer has duly and validly executed and delivered by it, and, assuming the due execution this Agreement and delivery thereof by each Seller, is this Agreement constitutes a valid and binding obligation agreement of it the Buyer, enforceable against it in accordance with its terms, except as such enforceability the same may be limited by bankruptcy, applicable insolvency, reorganization, moratorium and bankruptcy or other similar laws affecting the creditors’ rights of creditors generally and or by general principles of equity; (c) it has full power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including to purchase, acquire and accept from the underwriters all right, title and interest in and to the Purchased IPO Shares;law. (d) the The execution and delivery of this Agreement by it and the performance by it of its obligations hereunder agreements contemplated hereby do not, and the consummation of the transactions and performance of this Agreement and the agreements contemplated hereby will not: , result in (i) a violation of or a conflict with any provision of the formation or violate the organizational governing documents of itthe Buyer; (ii) a breach or default under any contract, agreement, lease, commitment, license, franchise, or permit to which the Buyer or its assets are subject or bound; (iii) a violation of any statute, rule, regulation, ordinance, order, judgment, writ, injunction, or decree to which the Buyer or its assets are subject or bound; or (iiiv) require an imposition of any consentliens, approval, order or authorization of or other action by any Governmental Entity or any registration, qualification, declaration or filing (other than those that have been obtained or made encumbrances and any filings required to be made with the Commission under Regulation 13D) with or without notice to any Governmental Entity, in each case adverse claims on the part Buyer or on any of or with respect to it, the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the transactions contemplated hereby; (e) there is no Proceeding pending or, to its knowledge, threatened, against it relating to the transactions contemplated by this Agreement; (f) the Buyer has available to it, and will have at the Closing, sufficient funds to consummate the purchase of the Purchased IPO Shares hereunder; and (g) it is relying on its own due diligence and review of the Company, its operations, financial condition and prospects, and acknowledges that none of the Sellers makes any representation or warranty of any kind, and specifically makes no representation or warranty of any kind regarding the business, operations, financial condition or prospects of the Companyassets.

Representations of the Buyer. The Each of the Buyer and Parent, severally and not jointly, represents and warrants to each the Seller that, as of the date hereof and as of the Closing Date: (a) it is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction that governs it, and has the full power and authority to carry on its business as now conducted and to own its assets; (b) this Agreement has been duly and validly executed and delivered by it, and, assuming the due execution and delivery thereof by each Sellerthe Seller and Alico Parent, is a valid and binding obligation of it enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws Laws affecting the rights of creditors generally and by general principles of equity; (c) it has full power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreementhereby and thereby, including including, with respect to the Buyer, to purchase, acquire and accept from the underwriters Seller all right, title and interest in and to the Purchased IPO Shares; (d) the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, will not: : (i) conflict with or violate the its organizational documents of it; or documents; (ii) require any consent, waiver, approval, order or authorization of or other action by any Governmental Entity or any registration, qualification, declaration or filing (other than those that have been obtained or made and any filings required to be made with the Commission under Regulation 13D) with or without notice to any Governmental Entity, in each case on the part of or with respect to it, the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the Buyer’s ability to consummate the transactions contemplated hereby; (iii) require, on the part of it, any consent or waiver by or approval of or notice to any other person or entity (other than a Governmental Entity), the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the Buyer’s ability to consummate the transactions contemplated hereby; or (iv) result (with or without notice, lapse of time or otherwise) in a Violation under (x) any Contract or any Judgment to which it is a party or by or to which it, its properties or its assets may be subject, bound or affected or (y) any applicable Law, other than any such Violation as would not, either individually or in the aggregate, have a material adverse effect on the Buyer’s ability to consummate the transactions contemplated hereby; (e) as of the date hereof, there is no Proceeding pending or, to its actual knowledge, after reasonable inquiry, of the individuals set forth on Schedule 1.3(e) (the “Knowledge of the Buyer”), threatened, against it relating to the transactions contemplated by this AgreementAgreement which would, either individually or in the aggregate, have a material adverse effect on the Buyer’s ability to consummate the transactions contemplated hereby; (f) (i) on or prior to the date of this Agreement, the Buyer has available delivered to itthe Seller complete and correct copies of a fully executed debt commitment letter from the lender parties set forth on Schedule 1.3(f)(i), including all exhibits, schedules, annexes and amendments thereto, including without limitation, term sheets, all in effect as of the date of this Agreement (the “Commitment Letter”) and any related fee letter (a “Fee Letter”) in effect as of the date of this Agreement (the “Commitment Letter” and any Fee Letter, collectively the “Debt Commitment Letters”) pursuant to which the parties thereto (other than the Buyer) have agreed to provide the Buyer with debt financing on the terms set forth therein (the “Debt Financing”), and fully executed equity subscription agreements from the persons set forth on Schedule 1.3(f)(ii), including all exhibits, schedules, annexes and amendments thereto, including without limitation, term sheets, all in effect as of the date of this Agreement (the “Equity Agreements” and, together with the Debt Commitment Letters, the “Financing Commitment Letters”) from the investor parties thereto pursuant to which the investor parties thereto (other than the Buyer) have agreed to invest in the Buyer on the terms set forth therein (the “Cash Equity Financing” and, together with the Debt Financing, the “Financing”); (ii) the Financing, when funded in accordance with the Financing Commitment Letters will have provide the Buyer with sufficient funds at the Closing, sufficient funds Closing Date to enable it (x) to consummate the purchase Share Purchase (provided, that the Cash Equity Financing, when funded in accordance with the Equity Agreements, will provide the Buyer with sufficient funds at the Closing Date to pay the Purchase Price without regard to Debt Financing), (y) to pay all out-of-pocket expenses incurred by the Buyer in connection with the transactions contemplated by this Agreement, including any commitment or other fees required to be paid under the Financing Commitment Letters, and (z) to satisfy all of its other obligations under this Agreement; and (iii) as of the Purchased IPO Shares hereunderdate of this Agreement, (A) none of the Financing Commitment Letters have been amended, restated, supplemented or otherwise modified or any provisions therein waived, (B) the respective commitments contained in the Financing Commitment Letters have not been withdrawn or rescinded in any respect and the Buyer has not received notice that withdrawal or rescission thereof is contemplated, (C) each of the Financing Commitment Letters is in full force and effect and is a legal, valid and binding obligation of the Buyer and, to the Knowledge of the Buyer, the other parties thereto, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law), and (D) no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (1) constitute a default or breach on the part of the Buyer under any term or condition of any Financing Commitment Letter, (2) constitute or result in a failure to satisfy a condition precedent or other contingency set forth in any of the Financing Commitment Letters, (3) make any of the assumptions or any of the statements set forth in the Financing Commitment Letters inaccurate in any material respect or (4) otherwise result in any portion of the Financing not being available. As of the date of this Agreement, the Buyer has not received any notice or other communication from any party to any of the Financing Commitment Letters with respect to (i) any actual or potential breach or default on the part of the Buyer or any other party to any of the Financing Commitment Letters, (ii) any actual or potential failure to satisfy any condition precedent or other contingency set forth in any of the Financing Commitment Letters or (iii) any intention of such party to terminate any of the Financing Commitment Letters or to not provide all or any portion of the Financing. The Buyer (both before and after giving effect to any “market flex” provisions contained in the Financing Commitment Letters): (i) has no reason to believe it will not be able to satisfy on a timely basis each term and condition relating to the closing or funding of the Financing; and(ii) knows of no fact, occurrence, circumstance or condition that would reasonably be expected to (A) cause any of the Financing Commitment Letters to terminate, to be withdrawn, modified, repudiated or rescinded or to be or become ineffective, (B) cause any of the terms or conditions relating to the closing or funding of any portion of the Financing not to be met or complied with, or (C) otherwise cause the full amount (or any portion) of the funds contemplated to be available under the Financing Commitment Letters to not be available to the Buyer on a timely basis (and in any event as of the Closing); and (iii) knows of no potential impediment to the funding of any of the payment obligations of the Buyer under this Agreement. The Buyer has fully paid any and all commitment fees or other fees or deposits required by the Financing Commitment Letters to be paid on or before the date of this Agreement, and the Buyer will pay when due all other commitment or other fees arising under the Financing Commitment Letters as and when they become payable. There are no conditions to the obligations of the (i) lenders party to the Debt Commitment Letters other than those set forth in the Debt Commitment Letters or (ii) investors party to the Equity Agreements other than those set forth in the Equity Agreements; (g) it the Buyer (i) is acquiring the Purchased Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof, (ii) acknowledges that the Purchased Shares are not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and that the Purchased Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable, (iii) is relying on its own due diligence and review of the Company, its operations, operations and financial condition and prospectscondition, and acknowledges that none of the Sellers Seller or its Affiliates, the Company or its Affiliates or any of their respective representatives makes any representation or warranty of any kind, and specifically makes no representation or warranty of any kind regarding the business, operations, operations or financial condition or prospects of the CompanyCompany (or any of its subsidiaries), and (iv) acknowledges that, except for the representations and warranties of the Seller expressly set forth in Section 1.2, none of the Seller or any of its Affiliates, the Company or any of its Affiliates or any of their respective representatives makes any express or implied representation or warranty on behalf of the Seller, the Company or any of their respective Affiliates in connection with the transactions contemplated by this Agreement or otherwise; (h) the Buyer is a newly created limited liability company and each of its investors holds less than fifty percent (50%) of the Buyer’s interests. The Buyer does not have a balance sheet, operations or any sales revenues. Further, the Buyer has no assets, other than the cash that will be provided by lenders and investors at the Closing to fund the obligations of the Buyer hereunder and the Buyer’s transaction expenses; and (i) except for Sxxxxxxx Inc., no agent, broker, investment banker or other firm or person is or will be entitled to receive any broker’s or finder’s fee or any other commission or similar fee in connection with the negotiations leading to this Agreement or the consummation of the transactions contemplated hereby based on arrangements made by the Buyer or any of its Affiliates.

Representations of the Buyer. The Buyer represents and warrants to each Seller that, as of the date hereof and as of the Closing Date:Draft (a) it The Buyer is duly organized, validly existing and in good standing a corporation without share capital created under the laws of the jurisdiction that governs itOntario, and has the full requisite power and authority to carry on its business as now conducted enter into this Agreement and to own perform its assets;obligations hereunder.‌ (b) this This Agreement has been duly and validly executed authorized, executed, and delivered by it, and, assuming the due execution Buyer and delivery thereof by each Seller, is a valid and binding obligation of it the Buyer enforceable against it in accordance with its terms, except as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency and other similar laws affecting the rights of creditors generally and by general principles except that equitable remedies may be granted solely in the discretion of equity;a court of competent jurisdiction.‌ (c) it has full power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including to purchase, acquire and accept from the underwriters all right, title and interest in and to the Purchased IPO Shares; (d) the The execution and delivery of this Agreement by it and the performance by it of its obligations hereunder Buyer and the consummation of the transactions contemplated hereby by this Agreement will not: not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under:‌‌‌ (i) conflict with any contract or violate obligation to which the organizational documents of it; Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained;‌ (ii) require the by-laws or resolutions of the directors (or any consentcommittee thereof) or shareholder of the Buyer;‌ (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, order consent or authorization of or other action held by any Governmental Entity or any registration, qualification, declaration or filing (other than those that have been obtained or made and any filings required to be made with the Commission under Regulation 13D) with or without notice to any Governmental Entity, in each case on the part of or with respect to it, the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the transactions contemplated hereby;Buyer; or‌ (ev) there any Laws and Regulations,‌ (d) There is no Proceeding proceeding under any Insolvency Legislation pending against or being contemplated by the Buyer or, to its knowledgethe knowledge of the Buyer, threatened, threatened against it relating to the transactions contemplated by this Agreement; (f) the Buyer or any of its property, nor has available the Buyer consented to itan order for a proceeding under Insolvency Legislation under the terms of a forbearance agreement or otherwise, and will have at the Closing, sufficient funds or otherwise taken any steps to consummate the purchase of the Purchased IPO Shares hereunder; and (g) it is relying on its own due diligence and review of the Company, its operations, financial condition and prospects, and acknowledges that none of the Sellers makes any representation or warranty of any kind, and specifically makes no representation or warranty of any kind regarding the business, operations, financial condition or prospects of the Company.commence a proceeding under Insolvency Legislation.‌ Draft

Representations of the Buyer. The Buyer represents to the Supplier as follows, and warrants to each Seller that, as of acknowledges that the date hereof and as of the Closing DateSupplier is relying on such representations in entering into this Agreement: (a) it The Buyer is duly organized, validly existing and in good standing a corporation without share capital created under the laws of the jurisdiction that governs itOntario, and has the full requisite power and authority to carry on its business as now conducted enter into this Agreement and to own perform its assets;obligations hereunder.‌‌ (b) this This Agreement has been duly and validly executed authorized, executed, and delivered by it, and, assuming the due execution Buyer and delivery thereof by each Seller, is a valid and binding obligation of it the Buyer enforceable against it in accordance with its terms, except as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency and other similar laws affecting the rights of creditors generally and by general principles except that equitable remedies may be granted solely in the discretion of equity;a court of competent jurisdiction.‌ (c) it has full power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including to purchase, acquire and accept from the underwriters all right, title and interest in and to the Purchased IPO Shares; (d) the The execution and delivery of this Agreement by it and the performance by it of its obligations hereunder Buyer and the consummation of the transactions contemplated hereby by this Agreement will not: not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under:‌ (i) conflict with any contract or violate obligation to which the organizational documents of it; Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained;‌ (ii) require the by-laws or resolutions of the directors (or any consentcommittee thereof) or shareholder of the Buyer;‌ (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, order consent or authorization held by the Buyer; or‌ Draft (v) any Laws and Regulations,‌‌ that could have a Material Adverse Effect on the Buyer. (d) There is no proceeding under any Insolvency Legislation pending against or being contemplated by the Buyer or, to the knowledge of the Buyer, threatened against the Buyer or other action any of its property, nor has the Buyer consented to an order for a proceeding under Insolvency Legislation under the terms of a forbearance agreement or otherwise, or otherwise taken any steps to commence a proceeding under Insolvency Legislation.‌ (e) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Entity Authority or arbitrator, or, to the knowledge of the Buyer, threatened against the Buyer, that could have a Material Adverse Effect on the Buyer.‌ (f) All requirements for the Buyer to make any registrationdeclaration, qualificationfiling or registration with, declaration give any notice to or filing obtain any licence, permit, certificate, registration,‌ authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied.‌‌ (g) The Buyer is in compliance with all Laws and Regulations other than those that have been obtained or made and any filings required to be made with the Commission under Regulation 13D) with or without notice to any Governmental Entityacts of non-compliance which, in each case on the part of or with respect to it, the absence or omission of which would, either individually or in the aggregate, would not have a material adverse effect Material Adverse Effect on the transactions contemplated hereby; (e) there is no Proceeding pending or, to Buyer or on its knowledge, threatened, against it relating to the transactions contemplated by obligations under this Agreement; (f) the Buyer has available to it, and will have at the Closing, sufficient funds to consummate the purchase of the Purchased IPO Shares hereunder; and (g) it is relying on its own due diligence and review of the Company, its operations, financial condition and prospects, and acknowledges that none of the Sellers makes any representation or warranty of any kind, and specifically makes no representation or warranty of any kind regarding the business, operations, financial condition or prospects of the Company.

Representations of the Buyer. The Buyer and Liberty, severally and not jointly, represents and warrants to each Seller that, as of the date hereof and as of the Closing Date: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction that governs it, and has the full power and authority to carry on its business as now conducted and to own its assets; (b) this Agreement has been duly and validly executed and delivered by it, and, assuming the due execution and delivery thereof by each Seller, is a valid and binding obligation of it enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity; (c) it has full power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including including, with respect to the Buyer, to purchase, acquire and accept from the underwriters Sellers all right, title and interest in and to the Purchased IPO Shares; (d) the The execution and delivery of this Agreement by it and the performance by it of its obligations hereunder and the consummation of the transactions contemplated hereby hereby, will not: : (i) conflict with or violate the organizational documents of it; or ; (ii) require any consent, approval, order or authorization of or other action by any Governmental Entity or any registration, qualification, declaration or filing (other than those that have been obtained or made and any filings required to be made with the U.S. Securities and Exchange Commission under Regulation 13D13D or Section 16 of the Securities Exchange Act of 1934, as amended) with or without notice to any Governmental Entity, in each case on the part of or with respect to it, the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the transactions contemplated hereby; (iii) require, on the part of it, any consent by or approval of or notice to any other person or entity (other than a Governmental Entity), the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the transactions contemplated hereby; or (iv) result (with or without notice, lapse of time or otherwise) in (A) a breach of the terms or conditions of, a default under, a conflict with, or the acceleration of (or the creation in any person of any right to cause the acceleration of) any performance of any obligation or any increase in any payment required by, or the termination, suspension, modification, impairment or forfeiture (or the creation in any person of any right to cause the termination, suspension, modification, impairment or forfeiture) of any material rights or privileges of it under (x) any Contract or any Judgment to which it is a party or by or to which it, its properties or its assets may be subject, bound or affected or (y) any applicable Law or (B) the creation, imposition, or foreclosure of or right to exercise or foreclose any lien or restriction of any nature whatsoever upon or in any of the assets of it, in each case of (A) and (B) that would, individually or in the aggregate, have a material adverse effect on the transactions contemplated hereby; (e) as of the date hereof, there is no Proceeding pending or, to its knowledge, threatened, against it relating to the transactions contemplated by this Agreement; (f) it is not bound by or subject to any Contract with any person which will result in any Seller being obligated to pay any finder’s fees, brokerage or agent’s commissions or other like payments in connection with the negotiations leading to this Agreement or the consummation of the transactions contemplated hereby; (g) with respect to the Buyer, the Buyer has available to it, and will have at the Closing, sufficient funds to consummate the purchase of the Purchased IPO Shares hereunder; and (gh) it is relying on its own due diligence and review of the Company, its operations, financial condition and prospects, and acknowledges that none of the Sellers makes any representation or warranty of any kind, and specifically makes no representation or warranty of any kind regarding the business, operations, financial condition or prospects of the Company, other than those set forth in this Agreement.

Representations of the Buyer. The Buyer represents to the Supplier as follows, and warrants to each Seller that, as of acknowledges that the date hereof and as of the Closing DateSupplier is relying on such representations in entering into this Agreement: (a) it The Buyer is duly organized, validly existing and in good standing under an electric distribution company regulated by the laws of the jurisdiction that governs it, DPUC and has the full requisite power and authority to carry on its business as now conducted enter into this Agreement and to own perform its assets;obligations hereunder. The executed Agreement, however, is subject to final approval by the DPUC. (b) this This Agreement has been duly and validly executed authorized, executed, and delivered by it, and, assuming the due execution Buyer and delivery thereof by each Seller, is a valid and binding obligation of it the Buyer enforceable against it in accordance with its terms, except as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity;Bankruptcy. (c) it has full power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including to purchase, acquire and accept from the underwriters all right, title and interest in and to the Purchased IPO Shares; (d) the The execution and delivery of this Agreement by it and the performance by it of its obligations hereunder Buyer and the consummation of the transactions contemplated hereby by this Agreement will not: (i) not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or violate cause the organizational documents termination, cancellation or acceleration of it; any material obligation of the Buyer under: a. any contract or obligation to which the Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained; b. the by-laws or resolutions of the directors (iior any committee thereof) require or shareholder of the Buyer; c. any consentjudgment, decree, order or award of any Governmental Agency or arbitrator; d. any license, Permit, approval, order consent or authorization of or other action held by the Buyer; or e. any Governmental Entity or any registration, qualification, declaration or filing (other than those Law that have been obtained or made and any filings required could reasonably expect to be made with the Commission under Regulation 13D) with or without notice to any Governmental Entity, in each case on the part of or with respect to it, the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the transactions Buyer or the Buyer’s performance of its obligations under this Agreement. (d) There is no Bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against, or being contemplated hereby;by the Buyer or, to the knowledge of the Buyer, threatened against the Buyer. (e) there is There are no Proceeding pending actions, suits, proceedings, judgments, rulings or orders by or before any Government Agency or arbitrator, or, to the knowledge of the Buyer, threatened against the Buyer that could reasonably expect to have a material adverse effect on the Buyer or the Buyer’s ability to perform its knowledge, threatened, against it relating to the transactions contemplated by obligations under this Agreement;, except for any appeals arising from the regulatory approvals of this Agreement unless the Court stays the implementation of the Agreement. (f) All requirements for the Buyer has available to itmake any declaration, and will filing or registration with, give any notice to or obtain any license, Permit, certificate, registration, authorization, consent or approval of, any regulatory authority as a condition to entering into this Agreement have at the Closing, sufficient funds to consummate the purchase of the Purchased IPO Shares hereunder; and (g) it is relying on its own due diligence and review of the Company, its operations, financial condition and prospects, and acknowledges that none of the Sellers makes any representation or warranty of any kind, and specifically makes no representation or warranty of any kind regarding the business, operations, financial condition or prospects of the Companybeen satisfied.

Representations of the Buyer. The Buyer represents and warrants to each Seller that, as of the date hereof and as of the Closing Date: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction that governs it, and has the full power and authority to carry on its business as now conducted and to own its assets; (b) this Agreement and the Stockholders Agreement, dated as of the date hereof, between the Buyer and the Company (the “Stockholders Agreement”), has been been, and the Assignment and Assumption Agreement will be, duly and validly executed and delivered by it, and, assuming the due execution and delivery thereof by each Sellerother party thereto, is a valid and binding obligation of it enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity; (c) it has full corporate power and authority to enter into this Agreement, the Stockholders Agreement and the Assignment and Assumption Agreement and to consummate the transactions contemplated by this Agreementhereby and thereby, including to purchase, acquire and accept from the underwriters Sellers all right, title and interest in and to the Purchased IPO SharesInterests; (d) the execution and delivery of this Agreement, the Stockholders Agreement and the Assignment and Assumption Agreement by it and the performance by it of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, will not: : (i) conflict with or violate the its organizational documents of it; or documents; (ii) require any consent, approval, order or authorization of or other action by any Governmental Entity or any registration, qualification, declaration or filing (other than those that have been obtained or made and (A) any filings required to be made with the Commission SEC under Regulation 13Dthe Securities Act or the Exchange Act; and (B) the compliance with and filings and/or notices under the HSR Act) with or without notice to any Governmental Entity, in each case on the part of or with respect to it, the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the Buyer's ability to consummate the transactions contemplated hereby; provided, however, that no representation or warranty is made with respect to any of the foregoing which the Buyer may be required to obtain, give or make as a result of the specific legal or regulatory status of any Seller or any of its affiliates or as a result of any other facts that specifically relate to any Seller or any of its affiliates; provided, further, however, that no representation or warranty is made regarding the Cable Communications Act of 1984, as amended, the rules and regulations of the FCC, the Communications Act of 1934, as amended, the Telecommunications Act of 1996, as amended, local or municipal Law or the rules and regulations of any public utility commission; (iii) require, on the part of it, any consent by or approval of or notice to any other person or entity (other than a Governmental Entity), the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the Buyer's ability to consummate the transactions contemplated hereby; or (iv) result (with or without notice, lapse of time or otherwise) in a breach of the terms or conditions of, a default under, a conflict with, or the acceleration of (or the creation in any person of any right to cause the acceleration of) any performance of any obligation or any increase in any payment required by, or the termination, suspension, modification, impairment or forfeiture (or the creation in any person of any right to cause the termination, suspension, modification, impairment or forfeiture) of any material rights or privileges of it under (x) any Contract or any Judgment to which it is a party or by or to which it, its properties or its assets may be subject, bound or affected or (y) any applicable Law, assuming all required filings are made under the HSR Act and any waiting period (and any extension thereof) under the HSR Act and the rules and regulations promulgated thereunder applicable to the transactions contemplated hereby shall have expired or been terminated, in each case, other than any such Violations as would not, either individually or in the aggregate, have a material adverse effect on the Buyer's ability to consummate the transactions contemplated hereby; provided, however, that no representation or warranty is made regarding the Cable Communications Act of 1984, as amended, the rules and regulations of the FCC, the Communications Act of 1934, as amended, the Telecommunications Act of 1996, as amended, local or municipal Law or the rules and regulations of any public utility commission; (e) as of the date hereof, there is no Proceeding pending or, to its knowledge, threatened, against it relating to the transactions contemplated by this Agreement; (f) the Buyer has available to it, and will have at the Closing, Closing sufficient funds to consummate the purchase of the Purchased IPO Shares Interests hereunder; and; (g) it is (i) acquiring the Purchased Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof, and Buyer acknowledges that the Purchased Warrants are not registered under the Securities Act or any state securities laws, and that the Purchased Warrants may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable, and (ii) relying on its own due diligence and review of the Company, its operations, operations and financial condition and prospectscondition, and acknowledges that none of the Sellers makes any representation or warranty of any kind, and specifically makes no representation or warranty of any kind regarding the business, operations, operations or financial condition or prospects of the Company, in each case, other than those set forth in this Agreement; and (h) as of the date hereof, each of the persons set forth on Schedule 1.3(h) (each, a “Buyer Designee”) is qualified to serve as a member of the Board of Directors under the Company's Corporate Governance Guidelines as in effect on the date hereof; (i) it is not bound by or subject to any Contract with any person which will result in any Seller being obligated to pay any finder's fees, brokerage or agent's commissions or other like payments in connection with the negotiations leading to this Agreement or the consummation of the transactions contemplated hereby; and (j) no shares of Common Stock or securities that are convertible, exchangeable or exercisable into Common Stock are beneficially owned (as defined by Rule 13d-3 under the Exchange Act) by the Buyer or any of its controlled affiliates other than the Purchased Interests to be acquired at the Closing.

Representations of the Buyer. The Buyer represents to the Supplier as follows, and warrants to each Seller that, as of acknowledges that the date hereof and as of the Closing DateSupplier is relying on such representations in entering into this Agreement: (a) it The Buyer is duly organized, validly existing and in good standing a corporation without share capital created under the laws of the jurisdiction that governs itOntario, and has the full requisite power and authority to carry on its business as now conducted enter into this Agreement and to own perform its assets;obligations hereunder.‌ (b) this This Agreement has been duly and validly executed authorized, executed, and delivered by it, and, assuming the due execution Buyer and delivery thereof by each Seller, is a valid and binding obligation of it the Buyer enforceable against it in accordance with its terms, except as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency and other similar laws affecting the rights of creditors generally and by general principles except that equitable remedies may be granted solely in the discretion of equity;a court of competent jurisdiction.‌ Draft (c) it has full power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including to purchase, acquire and accept from the underwriters all right, title and interest in and to the Purchased IPO Shares; (d) the The execution and delivery of this Agreement by it and the performance by it of its obligations hereunder Buyer and the consummation of the transactions contemplated hereby by this Agreement will not: not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under:‌‌ (i) conflict with any contract or violate obligation to which the organizational documents of it; Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained;‌ (ii) require the by-laws or resolutions of the directors (or any consentcommittee thereof) or shareholder of the Buyer;‌ (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, order consent or authorization of or other action held by the Buyer; or (v) any Governmental Entity or any registrationLaws and Regulations, qualification, declaration or filing (other than those that could have been obtained or made and any filings required to be made with the Commission under Regulation 13D) with or without notice to any Governmental Entity, in each case a Material Adverse Effect on the part of or with respect to it, the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the transactions contemplated hereby;Buyer.‌ (ed) there There is no Proceeding proceeding under any Insolvency Legislation pending against or being contemplated by the Buyer or, to its knowledgethe knowledge of the Buyer, threatened, threatened against it relating to the transactions contemplated by this Agreement; (f) the Buyer or any of its property, nor has available the Buyer consented to itan order for a proceeding under Insolvency Legislation under the terms of a forbearance agreement or otherwise, and will have at the Closing, sufficient funds or otherwise taken any steps to consummate the purchase of the Purchased IPO Shares hereunder; and (g) it is relying on its own due diligence and review of the Company, its operations, financial condition and prospects, and acknowledges that none of the Sellers makes any representation or warranty of any kind, and specifically makes no representation or warranty of any kind regarding the business, operations, financial condition or prospects of the Company.commence a proceeding under Insolvency Legislation.‌

Representations of the Buyer. ‌ The Buyer represents to the Supplier as follows, and warrants to each Seller that, as of acknowledges that the date hereof and as of the Closing DateSupplier is relying on such representations in entering into this Agreement: (a) it The Buyer is duly organized, validly existing and in good standing a corporation without share capital created under the laws of the jurisdiction that governs itOntario, and has the full requisite power and authority to carry on its business as now conducted enter into this Agreement and to own perform its assets;obligations hereunder.‌ (b) this This Agreement has been duly and validly executed authorized, executed, and delivered by it, and, assuming the due execution Buyer and delivery thereof by each Seller, is a valid and binding obligation of it the Buyer enforceable against it in accordance with its terms, except as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency and other similar laws affecting the rights of creditors generally and by general principles except that equitable remedies may be granted solely in the discretion of equity;a court of competent jurisdiction. (c) it has full power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including to purchase, acquire and accept from the underwriters all right, title and interest in and to the Purchased IPO Shares; (d) the The execution and delivery of this Agreement by it and the performance by it of its obligations hereunder Buyer and the consummation of the transactions contemplated hereby by this Agreement will not: not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under: (i) conflict with any contract or violate obligation to which the organizational documents of it; Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained; (ii) require the by-laws or resolutions of the directors (or any consentcommittee thereof) or shareholder of the Buyer; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, order consent or authorization held by the Buyer; or (v) any Laws and Regulations, that could have a Material Adverse Effect on the Buyer. (d) There is no proceeding under any Insolvency Legislation pending against or being contemplated by the Buyer or, to the knowledge of the Buyer, threatened against the Buyer or other action any of its property, nor has the Buyer consented to an order for a proceeding under Insolvency Legislation under the terms of a forbearance agreement or otherwise, or otherwise taken any steps to commence a proceeding under Insolvency Legislation. (e) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Entity Authority or arbitrator, or, to the knowledge of the Buyer, threatened against the Buyer, that could have a Material Adverse Effect on the Buyer. (f) All requirements for the Buyer to make any declaration, filing or registration with, give any notice to or obtain any licence, permit, certificate, registration, qualificationauthorization, declaration consent or filing approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied. (g) The Buyer is in compliance with all Laws and Regulations other than those that have been obtained or made and any filings required to be made with the Commission under Regulation 13D) with or without notice to any Governmental Entityacts of non- compliance which, in each case on the part of or with respect to it, the absence or omission of which would, either individually or in the aggregate, would not have a material adverse effect Material Adverse Effect on the transactions contemplated hereby; (e) there is no Proceeding pending or, to Buyer or on its knowledge, threatened, against it relating to the transactions contemplated by obligations under this Agreement; (f) the Buyer has available to it, and will have at the Closing, sufficient funds to consummate the purchase of the Purchased IPO Shares hereunder; and (g) it is relying on its own due diligence and review of the Company, its operations, financial condition and prospects, and acknowledges that none of the Sellers makes any representation or warranty of any kind, and specifically makes no representation or warranty of any kind regarding the business, operations, financial condition or prospects of the Company.