Common use of Representations, Warranties and Covenants by the Vendors respecting the Company Stock and the Acquirer Stock Clause in Contracts

Representations, Warranties and Covenants by the Vendors respecting the Company Stock and the Acquirer Stock. In order to induce the Acquirer to enter into and consummate this Agreement, the Vendors, severally and not jointly, hereby represent to, warrant to and covenant with the Acquirer, with the intent that the Acquirer will also rely thereon in entering into this Agreement and in concluding the transactions contemplated herein, that, to the best of the knowledge, information and belief of the Vendors, after having made due inquiry: (a) the Vendors have good and marketable title to and are the legal and beneficial owner of all of the Company Stock, and each share of the Company Stock is fully paid and non- assessable and is free and clear of liens, charges, encumbrances, pledges, mortgages, hypothecations, security interests and adverse claims of any and all nature whatsoever and including, without limitation, options, pre-emptive rights and other rights of acquisition in favor of any person, whether conditional or absolute; (b) the Vendors have the right, power, authority and capacity to own and dispose of the Company Stock, and the Company Stock is not subject to any voting or similar arrangement; (c) there are no actions, suits, proceedings or investigations (whether or not purportedly against or on behalf of the Vendors or the Company), pending or threatened, which may affect, without limitation, the rights of the Vendors to transfer any of the Company Stock to the Acquirer at law or in equity, or before or by any federal, state, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and, without limiting the generality of the foregoing, there are no claims or potential claims under any relevant family relations legislation or other equivalent legislation affecting the Company Stock. In addition, the Vendors are not now aware of any existing ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success; (d) no other person, firm or corporation has any agreement, option or right capable of becoming an agreement for the purchase of any of the Company Stock; (e) no Person has, or as a result of the transactions contemplated herein will have, any right or valid claim against such Vendor for any commission, fee or other compensation as a finder or broker, or in any similar capacity, and such Vendor will indemnify and hold the Acquirer harmless against any liability or expense arising out of, or in connection with, any such claim. (f) the Vendors acknowledge that the Acquirer Stock to be issued pursuant to this Agreement have not been registered under the Securities Act or the securities laws of any state of the U.S. and that the Acquirer Stock will be issued in reliance upon an exemption from registration afforded under Regulation S for offers and sales of securities outside of the U.S., and that, as a result, the Vendors may be restricted from using most of the remedies that would otherwise be available to the Vendors, the Vendors will not receive information that would otherwise be required to be provided to the Vendors and the Acquirer is relieved from certain obligations that would otherwise apply to the Acquirer, in either case, under applicable securities legislation; (g) each Vendor, by its execution of this Agreement, severally and not jointly, represents and warrants to the Acquirer that such Vendor is not a U.S. Person. Each Vendor severally understands that the Acquirer Stock is being offered and sold to such Vendor in reliance upon the truth and accuracy of the representations, warranties, covenants, agreements, acknowledgements and understanding of such Vendor set forth in this Agreement, in order that the Acquirer may determine the applicability and availability of the exemptions from registration of the Acquirer Stock on which the Acquirer is relying; (h) the Vendors have not received, nor have the Vendors requested nor do the Vendors require to receive, any offering memorandum or a similar document describing the business and affairs of the Acquirer in order to assist the Vendors in entering into this Agreement and in consummating the transactions contemplated herein; (i) the Vendors acknowledge and agree that the Acquirer Stock has not been and will not be qualified or registered under the securities laws of the United States or any other jurisdiction and, as such, the Vendors may be restricted from selling or transferring such Acquirer Stock under applicable law; (j) the Vendors acknowledge that the certificates representing the Acquirer Stock, and each certificate issued in transfer thereof, will in addition to the legends set forth under Section “2.2” hereinabove, also bear any other legend required under any applicable law; (k) the Vendors are resident in the jurisdiction as set forth under the Vendors’ address in Schedule “A” which is attached hereto, and that all negotiations and other acts in furtherance of the execution and delivery of this Agreement by the Vendors in connection with the transactions contemplated herein have taken place and will take place solely in such jurisdiction; and (l) the Company Stock has been issued in accordance with all applicable securities and corporate legislation and policies.

Representations, Warranties and Covenants by the Vendors respecting the Company Stock and the Acquirer Stock. In order to induce the Acquirer to enter into and consummate this Agreement, the Vendors, severally and not jointly, Vendors hereby represent to, warrant to and covenant with the Acquirer, with the intent that the Acquirer will also rely thereon in entering into this Agreement and in concluding the transactions contemplated herein, that, to the best of the knowledge, information and belief of the Vendors, after having made due inquiry: (a) the Vendors have good and marketable title to and are the legal and beneficial owner of all of the Company Stock, and each share of the Company Stock is fully paid and non- non-assessable and is free and clear of liens, charges, encumbrances, pledges, mortgages, hypothecations, security interests and adverse claims of any and all nature whatsoever and including, without limitation, options, pre-emptive rights and other rights of acquisition in favor of any person, whether conditional or absolute; (b) the Vendors have the right, power, authority power and capacity to own and dispose of the Company Stock, and the Company Stock is not subject to any voting or similar arrangement; (c) there are no actions, suits, proceedings or investigations (whether or not purportedly against or on behalf of the Vendors or the Company), pending or threatened, which may affect, without limitation, the rights of the Vendors to transfer any of the Company Stock to the Acquirer at law or in equity, or before or by any federal, state, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and, without limiting the generality of the foregoing, there are no claims or potential claims under any relevant family relations legislation or other equivalent legislation affecting the Company Stock. In addition, the Vendors are not now aware of any existing ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success; (d) no other person, firm or corporation has any agreement, option or right capable of becoming an agreement for the purchase of any of the Company Stock; (e) no Person has, or as a result of the transactions contemplated herein will have, any right or valid claim against such Vendor for any commission, fee or other compensation as a finder or broker, or in any similar capacity, and such Vendor will indemnify and hold the Acquirer harmless against any liability or expense arising out of, or in connection with, any such claim. (f) the Vendors acknowledge that the Acquirer Stock to will be issued pursuant to this Agreement have not been registered under certain exemptions from the registration and prospectus filing requirements otherwise applicable under the Securities Act or the securities laws of any state of the U.S. and that the Acquirer Stock will be issued in reliance upon an exemption from registration afforded under Regulation S for offers and sales of securities outside of the U.S.Act, and that, as a result, the Vendors may be restricted from using most of the remedies that would otherwise be available to the Vendors, the Vendors will not receive information that would otherwise be required to be provided to the Vendors and the Acquirer is relieved from certain obligations that would otherwise apply to the Acquirer, in either case, under applicable securities legislation; (g) each Vendor, by its execution of this Agreement, severally and not jointly, represents and warrants to the Acquirer that such Vendor is not a U.S. Person. Each Vendor severally understands that the Acquirer Stock is being offered and sold to such Vendor in reliance upon the truth and accuracy of the representations, warranties, covenants, agreements, acknowledgements and understanding of such Vendor set forth in this Agreement, in order that the Acquirer may determine the applicability and availability of the exemptions from registration of the Acquirer Stock on which the Acquirer is relying; (hf) the Vendors have not received, nor have the Vendors requested nor do the Vendors require to receive, any offering memorandum or a similar document describing the business and affairs of the Acquirer in order to assist the Vendors in entering into this Agreement and in consummating the transactions contemplated herein; (ig) the Vendors acknowledge and agree that the Acquirer Stock has not been and will not be qualified or registered under the securities laws of the United States or any other jurisdiction and, as such, the Vendors may be restricted for a period of at least 12 months from selling or transferring such Acquirer Stock under applicable law; (j) the Vendors acknowledge that the certificates representing the Acquirer Stock, and each certificate issued in transfer thereof, will in addition to the legends set forth under Section “2.2” hereinabove, also bear any other legend required under any applicable law; (kh) the Vendors are resident in the jurisdiction as set forth under the Vendors’ address in Schedule “A” which is attached hereto, and that all negotiations and other acts in furtherance of the execution and delivery of this Agreement by the Vendors in connection with the transactions contemplated herein have taken place and will take place solely in such jurisdictionjurisdiction or in the state of Nevada; and (li) the Company Stock has been issued in accordance with all applicable securities and corporate legislation and policies.

Representations, Warranties and Covenants by the Vendors respecting the Company Stock and the Acquirer Stock. In order to induce the Acquirer to enter into and consummate this Agreement, the Vendors, severally and not jointly, Vendors hereby represent to, warrant to and covenant with the Acquirer, with the intent that the Acquirer will also rely thereon in entering into this Agreement and in concluding the transactions contemplated herein, that, to the best of the knowledge, information and belief of the Vendors, after having made due inquiry: (a) the Vendors have good and marketable title to and are the legal and beneficial owner of all of the Company Stock, and each share of the Company Stock is fully paid and non- non-assessable and is free and clear of liens, charges, encumbrances, pledges, mortgages, hypothecations, security interests and adverse claims of any and all nature whatsoever and including, without limitation, options, pre-emptive rights and other rights of acquisition in favor of any person, whether conditional or absolute; (b) the Vendors have the right, power, authority power and capacity to own and dispose of the Company Stock, and the Company Stock is not subject to any voting or similar arrangement; (c) there are no actions, suits, proceedings or investigations (whether or not purportedly against or on behalf of the Vendors or the Company), pending or threatened, which may affect, without limitation, the rights of the Vendors to transfer any of the Company Stock to the Acquirer at law or in equity, or before or by any federal, state, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and, without limiting the generality of the foregoing, there are no claims or potential claims under any relevant family relations legislation or other equivalent legislation affecting the Company Stock. In addition, the Vendors are not now aware of any existing ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success; (d) no other person, firm or corporation has any agreement, option or right capable of becoming an agreement for the purchase of any of the Company Stock; (e) no Person has, or as a result of the transactions contemplated herein will have, any right or valid claim against such Vendor for any commission, fee or other compensation as a finder or broker, or in any similar capacity, and such Vendor will indemnify and hold the Acquirer harmless against any liability or expense arising out of, or in connection with, any such claim. (f) the Vendors acknowledge that the Acquirer Stock to will be issued pursuant to this Agreement have not been registered under certain exemptions from the registration and prospectus filing requirements otherwise applicable under the Securities Act or the securities laws of any state of the U.S. and that the Acquirer Stock will be issued in reliance upon an exemption from registration afforded under Regulation S for offers and sales of securities outside of the U.S.Act, and that, as a result, the Vendors may be restricted from using most of the remedies that would otherwise be available to the Vendors, the Vendors will not receive information that would otherwise be required to be provided to the Vendors and the Acquirer is relieved from certain obligations that would otherwise apply to the Acquirer, in either case, under applicable securities legislation; (g) each Vendor, by its execution of this Agreement, severally and not jointly, represents and warrants to the Acquirer that such Vendor is not a U.S. Person. Each Vendor severally understands that the Acquirer Stock is being offered and sold to such Vendor in reliance upon the truth and accuracy of the representations, warranties, covenants, agreements, acknowledgements and understanding of such Vendor set forth in this Agreement, in order that the Acquirer may determine the applicability and availability of the exemptions from registration of the Acquirer Stock on which the Acquirer is relying; (hf) the Vendors have not received, nor have the Vendors requested nor do the Vendors require to receive, any offering memorandum or a similar document describing the business and affairs of the Acquirer in order to assist the Vendors in entering into this Agreement and in consummating the transactions contemplated herein; (ig) the Vendors acknowledge and agree that the Acquirer Stock has not been and will not be qualified or registered under the securities laws of the United States or any other jurisdiction and, as such, the Vendors may be restricted from selling or transferring such Acquirer Stock under applicable law; (j) the Vendors acknowledge that the certificates representing the Acquirer Stock, and each certificate issued in transfer thereof, will in addition to the legends set forth under Section “2.2” hereinabove, also bear any other legend required under any applicable law; (kh) the Vendors are resident in the jurisdiction as set forth under the Vendors’ address in Schedule “A” which is attached hereto, and that all negotiations and other acts in furtherance of the execution and delivery of this Agreement by the Vendors in connection with the transactions contemplated herein have taken place and will take place solely in such jurisdictionjurisdiction or in the state of Nevada; and (li) the Company Stock has been issued in accordance with all applicable securities and corporate legislation and policies.

Representations, Warranties and Covenants by the Vendors respecting the Company Stock and the Acquirer Stock. In order to induce the Acquirer to enter into and consummate this Agreement, the Vendors, severally and not jointly, hereby represent to, warrant to and covenant with the Acquirer, with the intent that the Acquirer will also rely thereon in entering into this Agreement and in concluding the transactions contemplated herein, that, to the best of the knowledge, information and belief of the Vendors, after having made due inquiry: (a) the Vendors have good and marketable title to and are the legal and beneficial owner of all of the Company Stock, and each share of the Company Stock is fully paid and non- non-assessable and is free and clear of liens, charges, encumbrances, pledges, mortgages, hypothecations, security interests and adverse claims of any and all nature whatsoever and including, without limitation, options, pre-emptive rights and other rights of acquisition in favor of any person, whether conditional or absolute; (b) the Vendors have the right, power, authority and capacity to own and dispose of the Company Stock, and the Company Stock is not subject to any voting or similar arrangement; (c) there are no actions, suits, proceedings or investigations (whether or not purportedly against or on behalf of the Vendors or the Company), pending or threatened, which may affect, without limitation, the rights of the Vendors to transfer any of the Company Stock to the Acquirer at law or in equity, or before or by any federal, state, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and, without limiting the generality of the foregoing, there are no claims or potential claims under any relevant family relations legislation or other equivalent legislation affecting the Company Stock. In addition, the Vendors are not now aware of any existing ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success; (d) no other person, firm or corporation has any agreement, option or right capable of becoming an agreement for the purchase of any of the Company Stock; (e) no Person has, or as a result of the transactions contemplated herein will have, any right or valid claim against such Vendor for any commission, fee or other compensation as a finder or broker, or in any similar capacity, and such Vendor will indemnify and hold the Acquirer harmless against any liability or expense arising out of, or in connection with, any such claim. (f) the Vendors acknowledge that the Acquirer Stock to be issued pursuant to this Agreement have not been registered under the Securities Act or the securities laws of any state of the U.S. and that the Acquirer Stock will be issued in reliance upon an exemption from registration afforded under Regulation S for offers and sales of securities outside of the U.S., and that, as a result, the Vendors may be restricted from using most of the remedies that would otherwise be available to the Vendors, the Vendors will not receive information that would otherwise be required to be provided to the Vendors and the Acquirer is relieved from certain obligations that would otherwise apply to the Acquirer, in either case, under applicable securities legislation; (g) each Vendor, by its execution of this Agreement, severally and not jointly, represents and warrants to the Acquirer that such Vendor is not a U.S. Person. Each Vendor severally understands that the Acquirer Stock is being offered and sold to such Vendor in reliance upon the truth and accuracy of the representations, warranties, covenants, agreements, acknowledgements and understanding of such Vendor set forth in this Agreement, in order that the Acquirer may determine the applicability and availability of the exemptions from registration of the Acquirer Stock on which the Acquirer is relying; (h) the Vendors have not received, nor have the Vendors requested nor do the Vendors require to receive, any offering memorandum or a similar document describing the business and affairs of the Acquirer in order to assist the Vendors in entering into this Agreement and in consummating the transactions contemplated herein; (i) the Vendors acknowledge and agree that the Acquirer Stock has not been and will not be qualified or registered under the securities laws of the United States or any other jurisdiction and, as such, the Vendors may be restricted from selling or transferring such Acquirer Stock under applicable law; (j) the Vendors acknowledge that the certificates representing the Acquirer Stock, and each certificate issued in transfer thereof, will in addition to the legends set forth under Section “2.2” hereinabove, also bear any other legend required under any applicable law, including, without limitation, any U.S. state corporate and state securities law, or contract; (k) the Vendors are resident in the jurisdiction as set forth under the Vendors’ address in Schedule “A” which is attached hereto, and that all negotiations and other acts in furtherance of the execution and delivery of this Agreement by the Vendors in connection with the transactions contemplated herein have taken place and will take place solely in such jurisdictionjurisdiction or in the state of Nevada; and (l) the Company Stock has been issued in accordance with all applicable securities and corporate legislation and policies.