Common use of Representations, Warranties and Indemnities Clause in Contracts

Representations, Warranties and Indemnities. 6.1 The Parties represent and warrant: (a) that they dispose of all the powers, authorizations, permits and licenses that may be required for the purposes hereof and for the conduct of the activities prescribed herein, with an undertaking to maintain the same, (b) that the signing hereof and the conduct of the activities contemplated herein neither conflict with nor violate its articles of incorporation or any commitments or obligations previously contracted, or any law, rule, regulation or administrative measure; (c) that they reciprocally undertake promptly to report any event or circumstance that may conflict with the terms of paragraphs (a) and (b) of the present clause 6.1. 6.2 The Target Company and the Shareholders also represent and warrant: (a) that both the Shareholders and the members of the Board of Directors of the Target Company will devote adequate working time to its management; (b) that the payment cited in clause 3.1 will not be used for purposes extraneous to the program governed by the B4i Startup Call; (c) that they are owners of any copyright and/or patent underlying the implementation of the project presented on the occasion of the Shareholders’ acceptance of the B4i Startup Call, indemnifying and holding harmless B4iFund from any liability or dispute that may arise in relation to the same; (d) that the Shareholders have neither been convicted nor, to the best of their knowledge, investigated for violation or possible violation of legal provisions of a criminal nature, aware that B4iFund will appoint a leading operator in the market for the execution of a Due Diligence check regarding such aspects, as per article 10 below. 6.3 The Target Company and the Shareholders also represent and warrant to B4iFund that: (a) the business carried out by the Target Company is conducted and will be conducted without giving rise to violations of provisions of law or regulation or of other nature applicable to such business; (b) the financial statements of the Target Company have been and will be drafted in conformity with applicable legal provisions and accounting standards and represent and will represent correctly and truthfully the situation of the Target Company’s assets and finances at the relevant dates; (c) the Target Company neither has nor will have any liabilities of any kind other than: (i) those posted in the latest approved financial statements and not yet settled; or (ii) those having arisen after the date of the latest approved financial statements and contracted in the ordinary and regular conduct of business and in substantial abidance by its business plan. 6.4 The Target Company and the Shareholders undertake to indemnify and hold harmless B4iFund regarding: (a) any losses, costs or liabilities arising from a breach of the representations and warranties cited in the present article; (b) any instance of liability, including hidden liability, that may arise for the Target Company due to whatever reason; (c) any liability, contractual or non-contractual, that may arise for the Target Company and/or the Shareholders due to acts of the Company itself and/or the Shareholders themselves.

Representations, Warranties and Indemnities. 6.1 The 10.1 Each Party hereby represents and warrants to the other Parties represent and warrantthat as at the date of the Agreement: (a) that they dispose 10.1.1 it is validly incorporated, in existence and duly registered under the Laws of its jurisdiction and has full power to conduct its business as conducted at the date of this Agreement; 10.1.2 it has full legal right, power and authority to execute this Agreement, and to observe and perform its obligations under this Agreement and such other contracts and documents; 10.1.3 it has obtained all corporate authorisations and all other governmental, statutory, regulatory or other Approvals, licences, authorisations, waivers or exemptions required to empower it to enter into and perform its obligations under this Agreement, where failure to obtain them would adversely affect to a material extent its ability to enter into and perform its obligations under this Agreement; 10.1.4 the powersexecution and performance of this Agreement does not violate any applicable Law, authorizationsregulations or Approvals having binding effect on or affecting it, permits nor does it violate any arrangement or understanding, oral or written, entered between it and licenses that may be required for the purposes hereof and for the conduct of the activities prescribed hereinany third party, with an undertaking any covenants made to maintain the same, (b) that the signing hereof and the conduct of the activities contemplated herein neither conflict with nor violate its articles of incorporation any third party or any commitments or obligations previously contractedof its constitutional documents (where such Party is a corporate entity); and 10.1.5 this Agreement has been duly executed and delivered by it and constitutes a legal, or any law, rule, regulation or administrative measure; (c) that they reciprocally undertake promptly to report any event or circumstance that may conflict valid and binding obligation of it and is enforceable against it in accordance with the terms of paragraphs (a) and (b) of the present clause 6.1hereof. 6.2 The Target Company and the Shareholders also represent and warrant: (a) that both the Shareholders and the members of the Board of Directors of the Target Company will devote adequate working time to its management; (b) that the payment cited in clause 3.1 will not be used for purposes extraneous 10.2 In addition to the program governed by representations and warranties made pursuant to Clause 10.1 above, the B4i Startup Call; (c) that they are owners of any copyright and/or patent underlying the implementation of the project presented on the occasion of the Shareholders’ acceptance of the B4i Startup Call, indemnifying and holding harmless B4iFund from any liability or dispute that may arise in relation to the same; (d) that the Shareholders have neither been convicted nor, to the best of their knowledge, investigated for violation or possible violation of legal provisions of a criminal nature, aware that B4iFund will appoint a leading operator in the market for the execution of a Due Diligence check regarding such aspects, as per article 10 below. 6.3 The Target Company and the Shareholders also Supplier hereby represent and warrant to B4iFund that: (a) 10.2.1 The Supplier warrants the business carried out by title to all the Target Company is conducted Products to be sold to the Distributor pursuant to the Orders received under Clause 3.2 and will be conducted without giving rise warrants that such Products are not subject to violations of provisions of law or regulation or of other nature applicable to such businessany Encumbrance(s); (b) the financial statements of the Target Company have been 10.2.2 there exists no valid and will be drafted in conformity with applicable legal provisions and accounting standards and represent and will represent correctly and truthfully the situation of the Target Company’s assets and finances at the relevant dates; (c) the Target Company neither has nor will have any liabilities of any kind other thanenforceable Intellectual Property Rights owned by a third party which would prevent: (i) those posted the use, manufacture or sale of the Product in the latest approved financial statements and not yet settledTerritory; or (ii) those having arisen after the date import, export, marketing, promotion, distribution, offering for sale or sale of the latest approved financial statements and contracted Product in the ordinary and regular conduct of business and in substantial abidance Territory by the Distributor and/or its business plan.Affiliates; and 6.4 The Target Company and 10.2.3 the Shareholders undertake Products supplied to indemnify and hold harmless B4iFund regardingthe Distributor by the Supplier under this Agreement shall: (a) any losses, costs or liabilities arising from a breach of the representations and warranties cited in the present article; (b) any instance of liability, including hidden liability, that may arise for the Target Company due to whatever reason; (c) any liability, contractual or non-contractual, that may arise for the Target Company and/or the Shareholders due to acts of the Company itself and/or the Shareholders themselves.

Representations, Warranties and Indemnities. 6.1 The Parties represent 7.1 Composer represents and warrantwarrants that: (a) that they dispose of all the powers7.1.1 The title, authorizations, permits music and licenses that may be required for the purposes hereof and for the conduct lyrics of the activities prescribed hereinCompositions are owned and controlled solely by the Composer; 7.1.2 the Masters are owned and controlled solely by the Composer; 7.1.3 the Works are new and original in their entirety and contain no samples; 7.1.4 the Works do not infringe upon the copyright, with an undertaking to maintain the same, (b) that the signing hereof and the conduct of the activities contemplated herein neither conflict with nor violate its articles of incorporation or any commitments or obligations previously contractedmoral rights, or any lawother rights of any person, rulenor are any of them, regulation defamatory or administrative measureunlawful in any way; 7.1.5 no third party has or has had claims or has claimed any right, title or interest in or to any of the Works or any part thereof, and there is no suit, claim, action or other proceeding involving the Works now pending or threatened; 7.1.6 the administration, control, use and exploitation of the Works by InStyle in accordance with this Agreement will not contravene the provisions of any agreement to which the Composer may be a party; 7.1.7 there are no advances made by any third parties which are recoupable from income derived from any use of the Works and the Composer is entitled to be paid and to collect on all such income (cincluding both the publisher and writer share but excluding any writer share of performance income paid directly by the applicable Collective to such writer) that they reciprocally undertake promptly from the date hereof; 7.1.8 except as previously disclosed to report InStyle in writing, none of the Works are subject to any event "controlled composition" clause or circumstance that may other agreement which purports to fix the compensation payable with respect to any uses of the Works; 7.1.9 Composer is (or will become) and shall remain a member in good standing of a Performing Rights Society; 7.1.10 Composer has the full authority and power to enter into this Agreement, and to grant all rights granted by Composer hereunder and Composer has not granted and will not grant to any third party any rights or interests in respect of the Works which conflict with the terms provisions of paragraphs (a) this Agreement or which limit or interfere with the full exercise by InStyle of all its rights hereunder; 7.1.11 Composer has not and (b) will not encumber the Works in any manner which limits or conflicts with the full exercise by InStyle of all its rights hereunder; 7.1.12 Composer is the sole owner of all rights in the Works, including, without limitation, all copyright and performer’s rights; 7.1.13 Composer has the right, on Composer’s behalf and on behalf of all third parties who participated in or provided services in connection with the making of the present clause 6.1.Masters, to license the Masters to InStyle and to grant to InStyle the rights to use and exploit the Masters as contemplated in the Agreement and no consents, approvals, or permissions of any such third parties or any other third parties are required in respect to the foregoing; and 6.2 The Target Company and 7.1.14 except for the Shareholders also represent and warrant: (a) that both payments required to be paid to Composer hereunder, InStyle shall not, in connection with its acquisition of rights to the Shareholders and the members Masters hereunder or in connection with its use or exploitation of the Board Masters as contemplated herein, be required to make any payments of Directors any nature or kind to any producers, mixers, engineers, performers or other third parties who participated in providing services in connection with the making of the Target Company will devote adequate working time Masters or to its management; (b) any other third party. In the event that such payments are or may become payable, Composer shall pay the payment cited same in clause 3.1 will not be used for purposes extraneous to the program governed by the B4i Startup Call; (c) that they are owners of any copyright and/or patent underlying the implementation of the project presented on the occasion of the Shareholders’ acceptance of the B4i Startup Callfull, indemnifying and holding harmless B4iFund from any liability or dispute that may arise in relation to the same; (d) that the Shareholders have neither been convicted nor, to the best of their knowledge, investigated for violation or possible violation of legal provisions of a criminal nature, aware that B4iFund will appoint a leading operator in the market for the execution of a Due Diligence check regarding such aspects, as per article 10 belowpromptly when due. 6.3 The Target Company and the Shareholders also represent and warrant to B4iFund that: (a) the business carried out by the Target Company is conducted and will be conducted without giving rise to violations of provisions of law or regulation or of other nature applicable to such business; (b) the financial statements of the Target Company have been and will be drafted in conformity with applicable legal provisions and accounting standards and represent and will represent correctly and truthfully the situation of the Target Company’s assets and finances at the relevant dates; (c) the Target Company neither has nor will have any liabilities of any kind other than: (i) those posted in the latest approved financial statements and not yet settled; or (ii) those having arisen after the date of the latest approved financial statements and contracted in the ordinary and regular conduct of business and in substantial abidance by its business plan. 6.4 The Target Company and the Shareholders undertake to indemnify and hold harmless B4iFund regarding: (a) any losses, costs or liabilities arising from a breach of the representations and warranties cited in the present article; (b) any instance of liability, including hidden liability, that may arise for the Target Company due to whatever reason; (c) any liability, contractual or non-contractual, that may arise for the Target Company and/or the Shareholders due to acts of the Company itself and/or the Shareholders themselves.

Representations, Warranties and Indemnities. 6.1 The Parties represent Representations and warrant:warranties (a) that they dispose of all the powers, authorizations, permits 21.1 Each Party warrants and licenses that may be required for the purposes hereof and for the conduct of the activities prescribed herein, with an undertaking to maintain the same, (b) that the signing hereof and the conduct of the activities contemplated herein neither conflict with nor violate its articles of incorporation or any commitments or obligations previously contracted, or any law, rule, regulation or administrative measure; (c) that they reciprocally undertake promptly to report any event or circumstance that may conflict with the terms of paragraphs (a) and (b) of the present clause 6.1. 6.2 The Target Company and the Shareholders also represent and warrant: (a) that both the Shareholders and the members of the Board of Directors of the Target Company will devote adequate working time to its management; (b) that the payment cited in clause 3.1 will not be used for purposes extraneous represents to the program governed by the B4i Startup Call; (c) that they are owners of any copyright and/or patent underlying the implementation of the project presented on the occasion of the Shareholders’ acceptance of the B4i Startup Call, indemnifying and holding harmless B4iFund from any liability or dispute that may arise in relation to the same; (d) that the Shareholders have neither been convicted nor, to the best of their knowledge, investigated for violation or possible violation of legal provisions of a criminal nature, aware that B4iFund will appoint a leading operator in the market for the execution of a Due Diligence check regarding such aspects, as per article 10 below. 6.3 The Target Company and the Shareholders also represent and warrant to B4iFund other that: (aA) the business carried out by the Target Company is conducted it has full capacity and will be conducted without giving rise authority and all necessary licences, permits and consents to violations of provisions of law or regulation or of other nature applicable enter into and to such businessperform its obligations under this Agreement; (bB) the financial statements of the Target Company have this Agreement has been duly authorised by it and will be drafted in conformity with applicable legal provisions and accounting standards and represent and will represent correctly and truthfully the situation of the Target Company’s assets and finances at the relevant datesis executed by its duly authorised representative; (cC) there are no matters of which it is aware as at the date hereof which might adversely affect its ability to perform its contractual obligations under this Agreement; (D) it is not unable to pay its debts (within the meaning of section 123(1) and 2 of the Insolvency Act 1986) as they fall due and no order has been made or resolution passed for its winding up or for an administration order and no receiver, administrative receiver or manager has been appointed by any person of its business or all or a substantial part of its assets or any material part thereof nor has any equivalent event taken place in relation to it in any jurisdiction; and (E) as at the date of this Agreement, it is not aware of anything likely to lead to any of the events referred to in Clause 21.1(D) above. 21.2 Supplier represents and warrants to Customer that: (A) Supplier has the full capacity and authority to grant the licences referred to in Clause 30 (Intellectual Property); and (B) the Target Company supply of the Services by or on behalf of Supplier, and neither has Customer’s nor any Service Recipient’s receipt and use of the Services in accordance with and for the purposes contemplated in this Agreement, will have not infringe any liabilities IPR of any kind other thanthird party. 21.3 Customer represents and warrants to Supplier that: (A) each Service Recipient including Customer Group has obtained all necessary consents, approvals, authorisations, licences and permissions which Customer and/or each Service Recipient is required to obtain in order to receive the Services and perform its obligations under this Agreement in compliance with all Applicable Laws; (B) each Service Recipient shall perform its obligations under this Agreement in compliance with Applicable Laws, to the extent such Applicable Laws: (i) those posted in the latest approved financial statements and not yet settledapply to such Service Recipient; or (ii) those having arisen after apply to the date receipt of the latest approved financial statements and contracted Services in the ordinary and regular conduct Table of business and Contents jurisdictions in substantial abidance which the Services are being received by its business plan. 6.4 The Target Company and Customer and/or such Service Recipient; or (iii) relate to a Mandatory Change which the Shareholders undertake Parties have agreed to indemnify and hold harmless B4iFund regarding: implement through the Change Control Procedure in accordance with Clause 20 (a) any losses, costs or liabilities arising from a breach of the representations and warranties cited Changes in the present articleApplicable Law); (bC) any instance Customer has the full capacity and authority to grant the licences referred to in Clause 30 (Intellectual Property); and (D) the use of liabilitythe Customer IPR, including hidden liabilityany material made available to any member of Supplier Group and each Sub-Contractor by any member of the Customer Group and/or any other Service Recipient, that may arise in accordance with and for the Target Company due to whatever reason;purposes contemplated in this Agreement will not infringe any IPR of any third party. 21.4 Save as expressly set out in this Agreement, neither Party gives any representation or warranty (cexpress or implied) any liability, contractual or non-contractual, that may arise for the Target Company and/or the Shareholders due to acts in respect of the Company itself and/or subject matter of this Agreement, and all warranties and representations which may be implied (by statute or otherwise) are hereby excluded to the Shareholders themselvesmaximum extent permitted by law.

Representations, Warranties and Indemnities. 6.1 The Parties represent (a) Company represents and warrantwarrants that: (ai) it has the legal right and authority to enter into this Agreement and to observe and perform fully its obligations set forth herein, that they dispose the performance hereunder and the rights it has granted herein will not conflict with or violate any commitment, agreement, or understanding it has or will have to or with any person or entity; (ii) the exercise by PMA or its designees of the rights granted in this Agreement shall not violate or infringe upon the rights of any person or entity whatsoever, or create any liability of any kind; (iii) it shall comply with all applicable federal, state, and local laws, rules, and regulations relative to the powersProject; (iv) it has complied fully with laws and regulations prohibiting discrimination against any person on the basis of race, authorizationscolor, permits religion, national origin, age, gender, sexual orientation, veteran or military status, or physical or mental handicap; and licenses it has complied with the Equal Employment Opportunity Act (30 FR 12319, 12935, 3 CFR, 1964-1965 Comp., p. 339), as amended by E.O. 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and as supplemented by regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor;” and (v) with regard to Conflict of Interest: it has disclosed any direct or indirect financial interests that any PMA employee has in Company; and (vi) during the term of services required to be performed hereunder it shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption as may be required for the purposes hereof and for the conduct of the activities prescribed herein, with an undertaking to maintain the same,applicable. (b) Company expressly agrees that the signing hereof any and the conduct all representations and/or warranties made by Company herein are material for any and all of the activities contemplated herein neither conflict with nor violate its articles of incorporation or any commitments or obligations previously contracted, or any law, rule, regulation or administrative measure;purposes hereof. (c) that they reciprocally undertake promptly Company shall defend (with counsel reasonably acceptable to report PMA and its insurance company), indemnify, and hold harmless PMA, and its officers, trustees, directors, agents, designees, assignees, grantors, and employees from and against all claims, alleged claims, actions, losses, costs, expenses, settlements, demands, and liabilities of every kind, including reasonable attorneys’ fees and expenses, arising out of or incurred by reason of the inaccuracy, alleged breach, or actual breach of any event representation, warranty, covenant, agreement, or circumstance undertaking made by Company herein, or involving any matter in connection with the Project caused by Company or under Company’s control or the duplication, distribution, exhibition, promotion, or advertising of the Project by PMA or its designees in the manner specified in this Agreement. Company shall, at its sole cost and expense, dispose of any such claim or demand or defend against any such action. PMA, at its option, shall have the right, at its sole cost and expense, to participate in the defense of any such action and to be represented by counsel of PMA’s selection. PMA shall give Company prompt notice of the assertion of any claim Service Agreement or the institution of any action that may conflict with expose either party to liability under this Agreement and shall provide reasonable cooperation in the terms of paragraphs (a) and (b) of the present clause 6.1. 6.2 The Target Company and the Shareholders also represent and warrant: (a) that both the Shareholders and the members of the Board of Directors of the Target Company will devote adequate working time to its management; (b) that the payment cited in clause 3.1 will not be used for purposes extraneous to the program governed by the B4i Startup Call; (c) that they are owners defense of any copyright and/or patent underlying the implementation of the project presented on the occasion of the Shareholders’ acceptance of the B4i Startup Callclaim asserted against it. This indemnity shall not apply to, indemnifying and holding harmless B4iFund from Company shall have no liability for any liability or dispute that may arise in relation to the same;materials furnished by PMA. (d) PMA represents and warrants that it has the Shareholders legal right and authority to enter into this Agreement and to observe and perform fully its obligations set forth herein, and that its performance hereunder will not conflict with or violate any commitment, agreement, or understanding it has or will have neither been convicted nor, to the best of their knowledge, investigated for violation or possible violation of legal provisions of a criminal nature, aware that B4iFund will appoint a leading operator in the market for the execution of a Due Diligence check regarding such aspects, as per article 10 belowwith any other person or entity. 6.3 The Target (e) PMA expressly agrees that any and all representations and/or warranties made by PMA herein are material for any and all of the purposes hereof. (f) PMA shall defend (with counsel reasonably acceptable to Company and the Shareholders also represent and warrant to B4iFund that: (a) the business carried out by the Target Company is conducted and will be conducted without giving rise to violations of provisions of law or regulation or of other nature applicable to such business; (b) the financial statements of the Target Company have been and will be drafted in conformity with applicable legal provisions and accounting standards and represent and will represent correctly and truthfully the situation of the Target Company’s assets and finances at the relevant dates; (c) the Target Company neither has nor will have any liabilities of any kind other than: (i) those posted in the latest approved financial statements and not yet settled; or (ii) those having arisen after the date of the latest approved financial statements and contracted in the ordinary and regular conduct of business and in substantial abidance by its business plan. 6.4 The Target Company and the Shareholders undertake to indemnify insurance company), indemnify, and hold harmless B4iFund regarding: (a) any Company and its officers, directors, agents, and employees from and against all claims, alleged claims, actions, losses, costs costs, expenses, settlements, demands, and liabilities of every kind, including reasonable attorneys’ fees and expenses, arising out of or liabilities arising from a incurred by reason of the inaccuracy, alleged breach, or actual breach of any representation, warranty, covenant, agreement, or undertaking made by PMA herein, or involving any matter in connection with the representations Project caused by PMA or under its control. PMA shall, at its sole cost and warranties cited expense, dispose of any such claim or demand or defend against any such action. Company, at its option, shall have the right, at its sole cost and expense, to participate in the present article; (b) defense of any instance such action and to be represented by counsel of liability, including hidden liability, Company’s selection. Company shall give PMA prompt notice of the assertion of any claim or the institution of any action that may arise for expose either party to liability under this Agreement and shall provide reasonable cooperation in the Target Company due to whatever reason; (c) defense of any liability, contractual or non-contractual, that may arise for the Target Company and/or the Shareholders due to acts of the Company itself and/or the Shareholders themselvesclaim asserted against it.

Representations, Warranties and Indemnities. 6.1 The Parties represent (a) Each Party to this Agreement, acknowledging that the other Party is entering into this Agreement in reliance thereon, hereby represents and warrantwarrants to the other Party as follows: (ai) that they dispose It is a corporation duly incorporated and validly existing under the laws of its incorporating jurisdiction and is up to date in respect of all filings required by law; (ii) All requisite corporate acts and proceedings have been done and taken by it, including obtaining all requisite board of directors’ approval, with respect to entering into this Agreement and performing its obligations hereunder; (iii) It has the powersrequisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder; (iv) This Agreement and the exercise of its rights and performance of its obligations hereunder do not and will not (1) conflict with any agreement, authorizationsmortgage, permits and licenses that may be required bond or other instrument to which it is a party or which is binding on its assets, (2) conflict with its constating or constitutive documents, or (3) conflict with or violate any applicable law; (v) Except for the purposes hereof approval of the Mexican Competition Commission (Comision Federal de Competencia Direccion General de Concentraciones), no regulatory or third party consents or approvals are required to be obtained by it in connection with the execution and delivery or the performance by it of this Agreement or the transactions contemplated hereby; (vi) This Agreement has been duly and validly executed and delivered by it and constitutes a legal, valid and binding obligation of the Party, enforceable against it in accordance with its terms; and (vii) It has not made an assignment for the conduct benefit of creditors or is the voluntary or involuntary subject of any proceedings under any bankruptcy or insolvency law, no receiver or receiver/manager has been appointed for all or any substantial part of its assets or business and its corporate existence has not been terminated by voluntary or involuntary dissolution or winding up (other than by way of amalgamation or reorganization) and it is not now aware of any circumstance which, with notice or the passage of time, or both, would give rise to any of the activities prescribed herein, with an undertaking to maintain the same,foregoing. (b) Peñasquito, acknowledging that Silver Wheaton is entering into this Agreement in reliance thereon, hereby represents and warrants to Silver Wheaton as follows: Legal*2702849.8 (i) Other than any rights of Silver Wheaton, no person has any agreement, option, right of first refusal or right, title or interest or right capable of becoming an agreement, option, right of first refusal or right, title or interest, in or to the signing hereof and Concessions or any Silver; (ii) Peñasquito has all necessary corporate power to be the conduct registered or recorded holder of the activities Concessions and is in compliance with all applicable laws, licences, registrations, permits, consents and qualifications to which the Mining Lots or the Concessions are subject; (iii) Peñasquito is the registered or recorded holder of the Concessions and has sufficient right, title or interest in and to the Concessions in order for it to perform its obligations, enter into and complete the transactions contemplated herein neither conflict with nor violate in this Agreement; (iv) Goldcorp is the indirect registered and beneficial owner of all the shares in the capital of Peñasquito, other than one Series “C” common share, one Series “D” common share and one Series “E” common share in the capital of Peñasquito; (v) Other than the Royal Gold Royalty Interest that has been registered against title to the Concessions, no Encumbrances have been registered or recorded against title to the Concessions and Peñasquito has performed all work and paid all amounts required to keep the Concessions in good standing; (vi) Peñasquito has made available to Silver Wheaton all material information in its articles control or possession relating to the mineralization or potential mineralization of incorporation the Mining Lots; and (vii) At the applicable Time of Delivery, (A) Peñasquito will be the legal and beneficial owner of twenty-five percent (25%) of the Payable Silver or any commitments Refined Silver, as the case may be, (B) Peñasquito will have good, valid and marketable title to such Payable Silver or obligations previously contractedRefined Silver, as the case may be, and (C) such Payable Silver or any lawRefined Silver, ruleas the case may be, regulation or administrative measure;will be free and clear of all Encumbrances. (c) that they reciprocally undertake promptly Peñasquito agrees to report indemnify and save harmless Silver Wheaton and its directors, officers, employees, Affiliates and agents from and against any event and all damages, claims, losses, liabilities, fines, penalties and expenses (including legal fees) suffered or circumstance that may conflict incurred by any of the foregoing persons in connection with the terms (i) any inaccuracy in or default or breach of paragraphs (a) and any representation or warranty of Peñasquito contained in this Agreement, or (b) of the present clause 6.1. 6.2 The Target Company and the Shareholders also represent and warrant: (a) that both the Shareholders and the members of the Board of Directors of the Target Company will devote adequate working time to its management; (b) that the payment cited in clause 3.1 will not be used for purposes extraneous to the program governed any breach or non-performance by the B4i Startup Call; (c) that they are owners Peñasquito of any copyright and/or patent underlying the implementation of the project presented on the occasion of the Shareholders’ acceptance of the B4i Startup Call, indemnifying and holding harmless B4iFund from any liability or dispute that may arise in relation covenant to the same;be performed by it pursuant to this Agreement. (d) that the Shareholders have neither been convicted norSilver Wheaton agrees to indemnify and save harmless Peñasquito and its directors, to the best of their knowledgeofficers, investigated for violation employees, Affiliates and agents from and against any and all damages, claims, losses, liabilities, fines, penalties and expenses (including legal fees) suffered or possible violation of legal provisions of a criminal nature, aware that B4iFund will appoint a leading operator in the market for the execution of a Due Diligence check regarding such aspects, as per article 10 below. 6.3 The Target Company and the Shareholders also represent and warrant to B4iFund that: (a) the business carried out incurred by the Target Company is conducted and will be conducted without giving rise to violations of provisions of law or regulation or of other nature applicable to such business; (b) the financial statements any of the Target Company have been and will be drafted foregoing persons in conformity connection with applicable legal provisions and accounting standards and represent and will represent correctly and truthfully the situation of the Target Company’s assets and finances at the relevant dates; (c) the Target Company neither has nor will have any liabilities of any kind other than: (i) those posted any inaccuracy in the latest approved financial statements and not yet settled; or (ii) those having arisen after the date of the latest approved financial statements and contracted in the ordinary and regular conduct of business and in substantial abidance by its business plan. 6.4 The Target Company and the Shareholders undertake to indemnify and hold harmless B4iFund regarding: (a) any losses, costs default or liabilities arising from a breach of the representations and warranties cited any representation or warranty of Silver Wheaton contained in the present article; this Agreement, or (b) any instance of liability, including hidden liability, that may arise for the Target Company due to whatever reason; (c) any liability, contractual breach or non-contractual, that may arise for the Target Company and/or the Shareholders due performance by Silver Wheaton or any permitted assignee of any covenant to acts of the Company itself and/or the Shareholders themselves.be performed by it pursuant to this Agreement. Legal*2702849.8

Representations, Warranties and Indemnities. 6.1 The 21.1. Each of the Parties represent represents and warrantwarrants to the other that: (a) that they dispose of all 21.1.1. it has and will have the powersrequisite power, authorizationscapacity and authority to execute, permits and licenses that may be required for perform its obligations under, this Agreement, subject to the purposes hereof and for the conduct fulfilment of the activities prescribed herein, with an undertaking to maintain the same, (b) that the signing hereof Agreement Conditions and the conduct of the activities contemplated herein neither conflict with nor violate its articles of incorporation or any commitments or obligations previously contracted, or any law, rule, regulation or administrative measureScheme Conditions; (c) that they reciprocally undertake promptly to report any event or circumstance that may conflict 21.1.2. it is and will be entering into, and exercising its rights and performing its obligations under, this Agreement as principal and not as agent; 21.1.3. this Agreement constitutes and will constitute binding and enforceable obligations on it in accordance with the terms of paragraphs (a) and (b) this Agreement, subject to the fulfilment of the present clause 6.1Agreement Conditions and the Scheme Conditions; 21.1.4. the execution of, and the performance of its obligations under, this Agreement does not and will not: 21.1.4.1. conflict with, or result in a breach of, its memorandum of incorporation or other constitutional documents or any award, order, judgement, decree of any court, arbitrator or governmental authority to which it is a party or by which it is bound; 21.1.4.2. contravene any law or securities exchange requirement to which it is subject; or 21.1.4.3. conflict with, or result in a breach of any of the terms of, or constitute a default under or any Approval to which it is subject, or which it holds or by which it or any of its property or revenues are bound; and 21.1.5. as at the Signature Date, it is not aware of the existence of any fact or circumstance which might impair its ability to comply with all of its obligations in terms of this Agreement. 6.2 The Target Company 21.2. IAB represents and warrants to Bell Equipment that – 21.2.1. the Excluded Shareholders also represent each has the right and warrant: (a) that both the Shareholders authority itself and the members on behalf of the Board registered holders, beneficial owners and holders of Directors beneficial interests of and in the Excluded Shares to agree to the exclusion thereof from the Scheme; 21.2.2. the information in the Firm Intention Announcements as regards IAB and as regards each of the Target Company will devote adequate working time to its management;Excluded Shareholders, including without limitation in paragraph 9.3 of the Firm Intention Announcement is correct in all respects. (b) that 21.3. IAB indemnifies Bell Equipment against any adverse consequences following from any claim which any third party may have against Bell Equipment by reason of the payment cited breach of the representation and warranty in clause 3.1 will not be used 21.2. 21.4. IAB indemnifies each of the directors of Bell mutatis mutandis on the same basis against any claim as contemplated in clause 21.3. This clause 21.4 constitutes a stipulatio xxxxxx in favour of each of the directors of Xxxx, capable of acceptance at any time. 21.5. Bell Equipment represents and warrants to IAB that, for purposes extraneous the period from the Signature Date to the program governed by the B4i Startup Call; first occurring of (ci) that they are owners of any copyright and/or patent underlying the implementation of the project presented on the occasion of the Shareholders’ acceptance of the B4i Startup Call, indemnifying Scheme and holding harmless B4iFund from any liability or dispute that may arise in relation to the same; (d) that the Shareholders have neither been convicted nor, to the best of their knowledge, investigated for violation or possible violation of legal provisions of a criminal nature, aware that B4iFund will appoint a leading operator in the market for the execution of a Due Diligence check regarding such aspects, as per article 10 below. 6.3 The Target Company and the Shareholders also represent and warrant to B4iFund that: (a) the business carried out by the Target Company is conducted and will be conducted without giving rise to violations of provisions of law or regulation or of other nature applicable to such business; (b) the financial statements of the Target Company have been and will be drafted in conformity with applicable legal provisions and accounting standards and represent and will represent correctly and truthfully the situation of the Target Company’s assets and finances at the relevant dates; (c) the Target Company neither has nor will have any liabilities of any kind other than: (i) those posted in the latest approved financial statements and not yet settled; or (ii) those having arisen after the withdrawal or failure of the Scheme, no distribution of cash to Bell Equipment Shareholders in their capacity as Bell Equipment Shareholders has been or will be declared, paid or made by Bell Equipment. 21.6. Each of the warranties in clauses 21.1, 21.2 and 21.3: 21.6.1. is a separate warranty and shall in no way be limited to or restricted by reference to or by inference from the terms of any other such warranty, or any other provision of this Agreement; 21.6.2. which is promissory or relates to a future event will be deemed to have been given as at the date for fulfilment of the latest approved financial statements promise or for the happening of the event, as the case may be; and 21.6.3. unless otherwise stated or the context indicates otherwise, is given as at the Signature Date, as at the Scheme Implementation Date and contracted in the ordinary and regular conduct of business and in substantial abidance by its business planat all times between those dates. 6.4 The Target Company and 21.7. Notwithstanding anything to the Shareholders undertake contrary in this Agreement, neither Party makes any representation or warranty as to indemnify and hold harmless B4iFund regarding: (a) the accuracy of any lossesforecasts, costs estimates, projections, future events, statements of intent or liabilities arising from a breach statements of opinion provided to the representations and warranties cited in the present article; (b) other Party or any instance of liabilityits employees, including hidden liabilitydirectors, that may arise for the Target Company due to whatever reason; (c) any liability, contractual authorised representatives or non-contractual, that may arise for the Target Company and/or the Shareholders due to acts of the Company itself and/or the Shareholders themselvesadvisors.

Representations, Warranties and Indemnities. 6.1 The Parties represent (a) Each Party to this Agreement, acknowledging that the other Party is entering into this Agreement in reliance thereon, hereby represents and warrantwarrants to the other Party as follows: (ai) that they dispose It is a corporation duly incorporated and validly existing under the laws of its incorporating jurisdiction and is up to date in respect of all filings required by law; (ii) All requisite corporate acts and proceedings have been done and taken by it, including obtaining all requisite board of directors’ approval, with respect to entering into this Agreement and performing its obligations hereunder; (iii) It has the powersrequisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder; (iv) This Agreement and the exercise of its rights and performance of its obligations hereunder do not and will not (1) conflict with any agreement, authorizationsmortgage, permits and licenses that may be required bond or other instrument to which it is a party or which is binding on its assets, (2) conflict with its constating or constitutive documents, or (3) conflict with or violate any applicable law; (v) Except for the purposes hereof approval of the Mexican Competition Commission (Comision Federal de Competencia Direccion General de Concentraciones), no regulatory or third party consents or approvals are required to be obtained by it in connection with the execution and delivery or the performance by it of this Agreement or the transactions contemplated hereby; (vi) This Agreement has been duly and validly executed and delivered by it and constitutes a legal, valid and binding obligation of the Party, enforceable against it in accordance with its terms; and (vii) It has not made an assignment for the conduct benefit of creditors or is the voluntary or involuntary subject of any proceedings under any bankruptcy or insolvency law, no receiver or receiver/manager has been appointed for all or any substantial part of its assets or business and its corporate existence has not been terminated by voluntary or involuntary dissolution or winding up (other than by way of amalgamation or reorganization) and it is not now aware of any circumstance which, with notice or the passage of time, or both, would give rise to any of the activities prescribed herein, with an undertaking to maintain the same,foregoing. (b) Peñasquito, acknowledging that Silver Wheaton is entering into this Agreement in reliance thereon, hereby represents and warrants to Silver Wheaton as follows: (i) Other than any rights of Silver Wheaton, no person has any agreement, option, right of first refusal or right, title or interest or right capable of becoming an agreement, option, right of first refusal or right, title or interest, in or to the signing hereof and Concessions or any Silver; (ii) Peñasquito has all necessary corporate power to be the conduct registered or recorded holder of the activities Concessions and is in compliance with all applicable laws, licences, registrations, permits, consents and qualifications to which the Mining Lots or the Concessions are subject; (iii) Peñasquito is the registered or recorded holder of the Concessions and has sufficient right, title or interest in and to the Concessions in order for it to perform its obligations, enter into and complete the transactions contemplated herein neither conflict with nor violate in this Agreement; (iv) Goldcorp is the indirect registered and beneficial owner of all the shares in the capital of Peñasquito, other than one Series “C” common share, one Series “D” common share and one Series “E” common share in the capital of Peñasquito; (v) Other than the Royal Gold Royalty Interest that has been registered against title to the Concessions, no Encumbrances have been registered or recorded against title to the Concessions and Peñasquito has performed all work and paid all amounts required to keep the Concessions in good standing; (vi) Peñasquito has made available to Silver Wheaton all material information in its articles control or possession relating to the mineralization or potential mineralization of incorporation the Mining Lots; and (vii) At the applicable Time of Delivery, (A) Peñasquito will be the legal and beneficial owner of twenty-five percent (25%) of the Payable Silver or any commitments Refined Silver, as the case may be, (B) Peñasquito will have good, valid and marketable title to such Payable Silver or obligations previously contractedRefined Silver, as the case may be, and (C) such Payable Silver or any lawRefined Silver, ruleas the case may be, regulation or administrative measure;will be free and clear of all Encumbrances. (c) that they reciprocally undertake promptly Peñasquito agrees to report indemnify and save harmless Silver Wheaton and its directors, officers, employees, Affiliates and agents from and against any event and all damages, claims, losses, liabilities, fines, penalties and expenses (including legal fees) suffered or circumstance that may conflict incurred by any of the foregoing persons in connection with the terms (i) any inaccuracy in or default or breach of paragraphs (a) and any representation or warranty of Peñasquito contained in this Agreement, or (b) of the present clause 6.1. 6.2 The Target Company and the Shareholders also represent and warrant: (a) that both the Shareholders and the members of the Board of Directors of the Target Company will devote adequate working time to its management; (b) that the payment cited in clause 3.1 will not be used for purposes extraneous to the program governed any breach or non-performance by the B4i Startup Call; (c) that they are owners Peñasquito of any copyright and/or patent underlying the implementation of the project presented on the occasion of the Shareholders’ acceptance of the B4i Startup Call, indemnifying and holding harmless B4iFund from any liability or dispute that may arise in relation covenant to the same;be performed by it pursuant to this Agreement. (d) that the Shareholders have neither been convicted norSilver Wheaton agrees to indemnify and save harmless Peñasquito and its directors, to the best of their knowledgeofficers, investigated for violation employees, Affiliates and agents from and against any and all damages, claims, losses, liabilities, fines, penalties and expenses (including legal fees) suffered or possible violation of legal provisions of a criminal nature, aware that B4iFund will appoint a leading operator in the market for the execution of a Due Diligence check regarding such aspects, as per article 10 below. 6.3 The Target Company and the Shareholders also represent and warrant to B4iFund that: (a) the business carried out incurred by the Target Company is conducted and will be conducted without giving rise to violations of provisions of law or regulation or of other nature applicable to such business; (b) the financial statements any of the Target Company have been and will be drafted foregoing persons in conformity connection with applicable legal provisions and accounting standards and represent and will represent correctly and truthfully the situation of the Target Company’s assets and finances at the relevant dates; (c) the Target Company neither has nor will have any liabilities of any kind other than: (i) those posted any inaccuracy in the latest approved financial statements and not yet settled; or (ii) those having arisen after the date of the latest approved financial statements and contracted in the ordinary and regular conduct of business and in substantial abidance by its business plan. 6.4 The Target Company and the Shareholders undertake to indemnify and hold harmless B4iFund regarding: (a) any losses, costs default or liabilities arising from a breach of the representations and warranties cited any representation or warranty of Silver Wheaton contained in the present article; this Agreement, or (b) any instance of liability, including hidden liability, that may arise for the Target Company due to whatever reason; (c) any liability, contractual breach or non-contractual, that may arise for the Target Company and/or the Shareholders due performance by Silver Wheaton or any permitted assignee of any covenant to acts of the Company itself and/or the Shareholders themselvesbe performed by it pursuant to this Agreement.

Representations, Warranties and Indemnities. 6.1 The Parties represent (a) Each of Alexco, ERDC and warrantARCC, acknowledging that Silver Wheaton is entering into this Agreement in reliance thereon, hereby jointly and severally represents and warrants to Silver Wheaton as follows: (ai) that they dispose Each of them is a company duly incorporated and validly existing under the laws of its incorporating jurisdiction and is up to date in respect of all filings required by law; (ii) All requisite corporate acts and proceedings have been done and taken by it, including obtaining all requisite board of directors’ approval, with respect to entering into this Agreement and performing its obligations hereunder; (iii) It has the powersrequisite corporate power, authorizationscapacity and authority to enter into this Agreement and to perform its obligations hereunder; (iv) This Agreement and the exercise of its rights and performance of its obligations hereunder do not and will not, permits (1) conflict with any agreement, mortgage, bond or other instrument to which it is a party or which is binding on its assets, (2) conflict with its constating or constitutive documents, or (3) conflict with or violate any applicable law; (v) No regulatory or third party consents or approvals are required to be obtained by it in connection with the execution and licenses that may be required delivery or the performance by it of this Agreement or the transactions contemplated hereby; (vi) This Agreement has been duly and validly executed and delivered by it and constitutes a legal, valid and binding obligation of the Party, enforceable against it in accordance with its terms; (vii) It has not made an assignment for the purposes hereof benefit of creditors or is the voluntary or involuntary subject of any proceedings under any bankruptcy or insolvency law, no receiver or receiver/manager has been appointed for all or any substantial part of its assets or business and for its corporate existence has not been terminated by voluntary or involuntary dissolution or winding up (other than by way of amalgamation or reorganization) and it is not now aware of any circumstance which, with notice or the conduct passage of time, or both, would give rise to any of the activities prescribed hereinforegoing; (viii) No person has any agreement, option, right of first refusal or right, title or interest or right capable of becoming an agreement, option, right of first refusal or right, title or interest, in or to the Mining Properties or the silver produced from the Mining Properties; (ix) The Owners have all necessary corporate power to be the registered or recorded holder of the Mining Properties and all other assets and undertaking used in connection with an undertaking the Mining Properties and are in compliance with all applicable laws, licences, registrations, permits, consents and qualifications to maintain which the same,Mining Properties are subject; (x) The Owners are the registered or recorded owner of a 100% legal and beneficial right, title and interest in and to the Mining Properties, free and clear of all Encumbrances, other than the Permitted Encumbrances; (xi) Other than the Permitted Encumbrances, no Encumbrances have been granted in respect of or registered or recorded against title to the Mining Properties. The Owners have paid all taxes, fees, assessments or other amounts required to keep the Mining Properties in good standing; (xii) The Mining Properties constitute all of the real property that comprises the interest of the Owners and its Affiliates in the Keno Hill Mining District; (xiii) The map of the Mining Properties attached hereto as Schedule “A3” depicts the location of the Mining Properties and the Keno Hill mining district with reasonable accuracy; (xiv) To the knowledge of the Owners and Alexco, there has been no change to the ownership interest of the Owners in the Mining Properties as set forth in the title opinions of MacDonald & Company dated December 7, 2007 and February 14, 2008, and no Encumbrances have been created, granted or registered against, over or in respect of the Mining Properties since the dates of such title opinions; (xv) To the knowledge of the Owners and Alexco, title to the Mining Properties is not subject to claims of aboriginal title and neither Alexco nor the Owners nor any Affiliate of Alexco has received notice of any such actual or potential claim; (xvi) The Owners are the owner of a 100% legal and beneficial right, title and interest in and to all the personal property assets and chattels used in connection with the Mining Properties; (xvii) Neither the Owners nor Alexco have been notified that any of them are a party to any action, suit, proceeding, investigation or claim affecting or in respect of the Mining Properties or any other material asset or property of the Owners, Alexco or any part thereof, and to the knowledge of the Owners and Alexco, no such action, suit, proceeding, investigation or claim is threatened or outstanding. Neither the Owners, Alexco, the Mining Properties nor any of the Owner’s other material assets or properties is subject to any outstanding judgment, order, writ, injunction or decree that limits or restricts or may limit or restrict the Owners or Alexco from performing, fulfilling and satisfying their respective covenants and obligations under this Agreement; (xviii) To its knowledge, it has made available to Silver Wheaton all material information in its control or possession relating to the mineralization or potential mineralization of the Mining Properties; and (xix) At the Time of Delivery, (A) the Owners will be the legal and beneficial owner of the Refined Silver [PROPRIETARY STRUCTURE – REDACTED FOR CONFIDENTIALITY], (B) the Owners will have good, valid and marketable title to such Refined Silver, and (C) such Refined Silver, will be free and clear of all Encumbrances. (b) Silver Wheaton, acknowledging that Alexco is entering into this Agreement in reliance thereon, hereby represents and warrants to the signing hereof Owners and Alexco as follows: (i) It is a company duly continued and validly existing under the laws of the Province of Ontario and is up to date in respect of all filings required by law; (ii) All requisite corporate acts and proceedings have been done and taken by it, including obtaining all requisite board of directors’ approval, with respect to entering into this Agreement and performing its obligations hereunder; (iii) It has the requisite corporate power, capacity and authority to enter into this Agreement and to perform its obligations hereunder; (iv) This Agreement and the conduct exercise of its rights and performance of its obligations hereunder do not and will not (1) conflict with any agreement, mortgage, bond or other instrument to which it is a party or which is binding on its assets, (2) conflict with its constating or constitutive documents, or (3) conflict with or violate any applicable law; (v) No regulatory or third party consents or approvals are required to be obtained by it in connection with the execution and delivery or the performance by it of this Agreement or the transactions contemplated hereby; (vi) This Agreement has been duly and validly executed and delivered by it and constitutes a legal, valid and binding obligation of the activities contemplated herein neither conflict Party, enforceable against it in accordance with nor violate its articles terms; and (vii) It has not made an assignment for the benefit of incorporation creditors or is the voluntary or involuntary subject of any proceedings under any bankruptcy or insolvency law, no receiver or receiver/manager has been appointed for all or any commitments substantial part of its assets or obligations previously contractedbusiness and its corporate existence has not been terminated by voluntary or involuntary dissolution or winding up (other than by way of amalgamation or reorganization) and it is not now aware of any circumstance which, with notice or the passage of time, or both, would give rise to any law, rule, regulation or administrative measure;of the foregoing. (c) that they reciprocally undertake promptly Alexco and the Owners agree to report jointly and severally indemnify and save harmless Silver Wheaton and its directors, officers, employees, Affiliates and agents from and against any event and all damages, claims, losses, liabilities, fines, penalties and expenses (including legal fees but excluding indirect or circumstance that may conflict with the terms of paragraphs (aconsequential damages) and (b) suffered or incurred by any of the present clause 6.1. 6.2 The Target Company and the Shareholders also represent and warrant: foregoing persons in connection with (ai) that both the Shareholders and the members any inaccuracy in or default or breach of any representation or warranty of the Board of Directors of the Target Company will devote adequate working time to its management; Owners or Alexco contained in this Agreement, or (bii) that the payment cited in clause 3.1 will not be used for purposes extraneous to the program governed any breach or non-performance by the B4i Startup Call; (c) that they are owners Owners or Alexco of any copyright and/or patent underlying covenant to be performed by it pursuant to this Agreement. This Section 19(c) shall survive the implementation termination of the project presented on the occasion of the Shareholders’ acceptance of the B4i Startup Call, indemnifying and holding harmless B4iFund from any liability or dispute that may arise in relation to the same;this Agreement. (d) that the Shareholders have neither been convicted norSilver Wheaton agrees to indemnify and save harmless Alexco and its directors, to the best of their knowledgeofficers, investigated for violation employees, Affiliates and agents from and against any and all damages, claims, losses, liabilities, fines, penalties and expenses (including legal fees but excluding indirect and consequential damages) suffered or possible violation of legal provisions of a criminal nature, aware that B4iFund will appoint a leading operator in the market for the execution of a Due Diligence check regarding such aspects, as per article 10 below. 6.3 The Target Company and the Shareholders also represent and warrant to B4iFund that: (a) the business carried out incurred by the Target Company is conducted and will be conducted without giving rise to violations of provisions of law or regulation or of other nature applicable to such business; (b) the financial statements any of the Target Company have been and will be drafted foregoing persons in conformity connection with applicable legal provisions and accounting standards and represent and will represent correctly and truthfully the situation of the Target Company’s assets and finances at the relevant dates; (c) the Target Company neither has nor will have any liabilities of any kind other than: (i) those posted any inaccuracy in the latest approved financial statements and not yet settled; or default or breach of any representation or warranty of Silver Wheaton contained in this Agreement, or (ii) those having arisen after the date of the latest approved financial statements and contracted in the ordinary and regular conduct of business and in substantial abidance by its business plan. 6.4 The Target Company and the Shareholders undertake to indemnify and hold harmless B4iFund regarding: (a) any losses, costs or liabilities arising from a breach of the representations and warranties cited in the present article; (b) any instance of liability, including hidden liability, that may arise for the Target Company due to whatever reason; (c) any liability, contractual or non-contractual, that may arise for performance by Silver Wheaton or any permitted assignee of any covenant to be performed by it pursuant to this Agreement. This Section 19(d) shall survive the Target Company and/or the Shareholders due to acts termination of the Company itself and/or the Shareholders themselvesthis Agreement.

Representations, Warranties and Indemnities. 6.1 7.1 The Parties parties mutually represent and warrantwarrant that the signatories appearing at the bottom of this agreement are duly authorised to execute this agreement on their respective behalves. 7.2 The LEGAL REPRESENTATIVE represents, warrants and covenants that: (a) that they dispose by written contract with the ARTIST and, where applicable, any additional performers appearing with the ARTIST at the performance, it is fully entitled to enter into this agreement and each of all the powers, authorizations, permits and licenses that may be required for the purposes hereof and for the conduct its provisions on behalf of each of the activities prescribed herein, same and that the PROMOTER need not conclude any agreement with an undertaking any of the same in order to maintain secure the practical and legal effect intended by this agreement and each of its provisions; upon request by the PROMOTER the LEGAL REPRESENTATIVE shall procure from the ARTIST the ARTIST´s signature to any document required by the PROMOTER in order to effectively consummate the same,; (b) that there are no agreements with any third parties, including, without limitation, any exclusive recording agreements between the signing hereof ARTIST, any such additional performers and any record companies, which will prevent, restrict or otherwise interfere with the conduct practical and legal effect intended by sub-paragraph a) immediately above; c) without limitation to any of the activities contemplated herein neither conflict other provisions of this agreement, other than pursuant to Clause 4 above, that the LEGAL REPRESENTATIVE shall be responsible for all payments to the ARTIST and, where applicable, any additional performers appearing with nor violate its articles of incorporation or ARTIST at the performance and any commitments or obligations previously contractedadditional technical personnel referred to in Clause 6 above, or any law, rule, regulation or administrative measure; (c) and that they reciprocally undertake promptly to report any event or circumstance that may conflict with the terms of paragraphs (a) and (b) none of the present clause 6.1. 6.2 The Target Company and the Shareholders also represent and warrant: (a) that both the Shareholders and the members of the Board of Directors of the Target Company will devote adequate working time to its management; (b) that the payment cited in clause 3.1 will not be used for purposes extraneous same shall look to the program governed by the B4i Startup Call; (c) that they are owners PROMOTER for payment of any copyright and/or patent underlying the implementation of the project presented on the occasion of the Shareholders’ acceptance of the B4i Startup Call, indemnifying and holding harmless B4iFund from any liability or dispute that may arise kind howsoever in relation to the sameperformance; (d) that the Shareholders have neither been convicted nor, 7.3 The parties agree to the best of their knowledge, investigated for violation or possible violation of legal provisions of a criminal nature, aware that B4iFund will appoint a leading operator in the market for the execution of a Due Diligence check regarding such aspects, as per article 10 below. 6.3 The Target Company and the Shareholders also represent and warrant to B4iFund that: (a) the business carried out by the Target Company is conducted and will be conducted without giving rise to violations of provisions of law or regulation or of other nature applicable to such business; (b) the financial statements of the Target Company have been and will be drafted in conformity with applicable legal provisions and accounting standards and represent and will represent correctly and truthfully the situation of the Target Company’s assets and finances at the relevant dates; (c) the Target Company neither has nor will have any liabilities of any kind other than: (i) those posted in the latest approved financial statements and not yet settled; or (ii) those having arisen after the date of the latest approved financial statements and contracted in the ordinary and regular conduct of business and in substantial abidance by its business plan. 6.4 The Target Company and the Shareholders undertake to mutually indemnify and hold each other, their affiliates and employees harmless B4iFund regarding: from and against any and all loss, injury or damage (aincluding, but not limited to, any reasonable attorneys' fees) occasioned by any lossesand all claims, costs demands or liabilities causes of action arising from as a result of a breach of the representations and warranties cited in the present article; (b) any instance of liability, including hidden liability, that may arise for the Target Company due to whatever reason; (c) any liability, contractual or non-contractual, that may arise for the Target Company and/or the Shareholders due to acts of the Company itself and/or respective representations, warranties or covenants of the Shareholders themselvesparties under this agreement.

Representations, Warranties and Indemnities. 6.1 The Parties represent Representations and warrant:warranties (a) that they dispose of all the powers, authorizations, permits 21.1 Each Party warrants and licenses that may be required for the purposes hereof and for the conduct of the activities prescribed herein, with an undertaking to maintain the same, (b) that the signing hereof and the conduct of the activities contemplated herein neither conflict with nor violate its articles of incorporation or any commitments or obligations previously contracted, or any law, rule, regulation or administrative measure; (c) that they reciprocally undertake promptly to report any event or circumstance that may conflict with the terms of paragraphs (a) and (b) of the present clause 6.1. 6.2 The Target Company and the Shareholders also represent and warrant: (a) that both the Shareholders and the members of the Board of Directors of the Target Company will devote adequate working time to its management; (b) that the payment cited in clause 3.1 will not be used for purposes extraneous represents to the program governed by the B4i Startup Call; (c) that they are owners of any copyright and/or patent underlying the implementation of the project presented on the occasion of the Shareholders’ acceptance of the B4i Startup Call, indemnifying and holding harmless B4iFund from any liability or dispute that may arise in relation to the same; (d) that the Shareholders have neither been convicted nor, to the best of their knowledge, investigated for violation or possible violation of legal provisions of a criminal nature, aware that B4iFund will appoint a leading operator in the market for the execution of a Due Diligence check regarding such aspects, as per article 10 below. 6.3 The Target Company and the Shareholders also represent and warrant to B4iFund other that: (aA) the business carried out by the Target Company is conducted it has full capacity and will be conducted without giving rise authority and all necessary licences, permits and consents to violations of provisions of law or regulation or of other nature applicable enter into and to such businessperform its obligations under this Agreement; (bB) the financial statements of the Target Company have this Agreement has been duly authorised by it and will be drafted in conformity with applicable legal provisions and accounting standards and represent and will represent correctly and truthfully the situation of the Target Company’s assets and finances at the relevant datesis executed by its duly authorised representative; (cC) there are no matters of which it is aware as at the date hereof which might adversely affect its ability to perform its contractual obligations under this Agreement; (D) it is not unable to pay its debts (within the meaning of section 123(1) and 2 of the Insolvency Act 1986) as they fall due and no order has been made or resolution passed for its winding up or for an administration order and no receiver, administrative receiver or manager has been appointed by any person of its business or all or a substantial part of its assets or any material part thereof nor has any equivalent event taken place in relation to it in any jurisdiction; and (E) as at the date of this Agreement, it is not aware of anything likely to lead to any of the events referred to in Clause 21.1(D) above. 21.2 Supplier represents and warrants to Customer that: (A) Supplier has the full capacity and authority to grant the licences referred to in Clause 30 (Intellectual Property); and (B) the Target Company supply of the Services by or on behalf of Supplier, and neither has Customer’s nor any Service Recipient’s receipt and use of the Services in accordance with and for the purposes contemplated in this Agreement, will have not infringe any liabilities IPR of any kind other thanthird party. 21.3 Customer represents and warrants to Supplier that: (A) each Service Recipient including Customer Group has obtained all necessary consents, approvals, authorisations, licences and permissions which Customer and/or each Service Recipient is required to obtain in order to receive the Services and perform its obligations under this Agreement in compliance with all Applicable Laws; (B) each Service Recipient shall perform its obligations under this Agreement in compliance with Applicable Laws, to the extent such Applicable Laws: (i) those posted in the latest approved financial statements and not yet settledapply to such Service Recipient; or (ii) those having arisen after apply to the date receipt of the latest approved financial statements and contracted Services in the ordinary and regular conduct Table of business and Contents 31 jurisdictions in substantial abidance which the Services are being received by its business plan. 6.4 The Target Company and Customer and/or such Service Recipient; or (iii) relate to a Mandatory Change which the Shareholders undertake Parties have agreed to indemnify and hold harmless B4iFund regarding: implement through the Change Control Procedure in accordance with Clause 20 (a) any losses, costs or liabilities arising from a breach of the representations and warranties cited Changes in the present articleApplicable Law); (bC) any instance Customer has the full capacity and authority to grant the licences referred to in Clause 30 (Intellectual Property); and (D) the use of liabilitythe Customer IPR, including hidden liabilityany material made available to any member of Supplier Group and each Sub-Contractor by any member of the Customer Group and/or any other Service Recipient, that may arise in accordance with and for the Target Company due to whatever reason;purposes contemplated in this Agreement will not infringe any IPR of any third party. 21.4 Save as expressly set out in this Agreement, neither Party gives any representation or warranty (cexpress or implied) any liability, contractual or non-contractual, that may arise for the Target Company and/or the Shareholders due to acts in respect of the Company itself and/or subject matter of this Agreement, and all warranties and representations which may be implied (by statute or otherwise) are hereby excluded to the Shareholders themselvesmaximum extent permitted by law.

Representations, Warranties and Indemnities. 6.1 The Parties represent Licensor hereby represents and warrant: (a) warrants that they dispose of all the powers, authorizations, permits and licenses that may be required for the purposes hereof and for the conduct of the activities prescribed herein, with an undertaking to maintain the same, (b) that the signing hereof and the conduct of the activities contemplated herein neither conflict with nor violate its articles of incorporation or any commitments or obligations previously contracted, or any law, rule, regulation or administrative measure; (c) that they reciprocally undertake promptly to report any event or circumstance that may conflict with the terms of paragraphs (a) and (b) of the present clause 6.1. 6.2 The Target Company and the Shareholders also represent and warrant: (a) that both the Shareholders and the members of the Board of Directors of the Target Company will devote adequate working time to its management; (b) that the payment cited in clause 3.1 will not be used for purposes extraneous to the program governed by the B4i Startup Call; (c) that they are owners of any copyright and/or patent underlying the implementation of the project presented on the occasion of the Shareholders’ acceptance of the B4i Startup Call, indemnifying and holding harmless B4iFund from any liability or dispute that may arise in relation to the same; (d) that the Shareholders have neither been convicted nor, to the best of their knowledge, investigated for violation or possible violation of legal provisions of a criminal nature, aware that B4iFund will appoint a leading operator in the market for the execution of a Due Diligence check regarding such aspects, as per article 10 below. 6.3 The Target Company and the Shareholders also represent and warrant to B4iFund that: (a) the business carried out by the Target Company is conducted and will be conducted without giving rise to violations of provisions of law or regulation or of other nature applicable to such business; (b) the financial statements of the Target Company have been and will be drafted in conformity with applicable legal provisions and accounting standards and represent and will represent correctly and truthfully the situation of the Target Company’s assets and finances at the relevant dates; (c) the Target Company neither has nor will have any liabilities of any kind other than: (i) those posted in it has the latest approved financial statements full right, power and not yet settled; or authority to enter into this Agreement and to grant the rights granted herein, (ii) those having arisen after Licensor owns or controls all rights in and to the date Picture and in and to all literary, dramatic and musical material included therein required for Distributor to exercise the Granted Rights, without any lien, claim or other encumbrance thereon, (iii) all musical compositions and/or performances of musical compositions contained in the Picture have been licensed for in- context use, out-of-context use (including use in advertising and publicity of the latest approved financial statements and contracted in the ordinary and regular conduct of business and in substantial abidance by its business plan. 6.4 The Target Company Picture and the Shareholders undertake DVD menu)) in all media, now known, worldwide, for the duration of the License Period, and no additional payment for the use of any such composition or performance shall be required except for payment of the applicable performance rights fees to indemnify ASCAP, BMI or SESAC, if applicable, and payment of new use or re- use fees in connection with master recordings, if applicable, (iv) all licenses of any material licensed for use in connection with the Picture contain language to the substantive effect that the licensor of such material has not and shall not commit any act likely to prevent or hinder the full enjoyment of the rights that are licensed hereunder, (v) no part of the Picture nor the exhibition, distribution, exploitation, promotion or other use of the Picture by Distributor or its licensees will violate or infringe upon any rights of any third party, (vi) there are no guilds or unions that may claim jurisdiction over the services to be rendered hereunder and no collective bargaining agreements covering the Picture, and (vii) there is no action, suit, claim or proceeding pending, affecting or threatened against the Picture, its producers, Licensor or any distributor of the Picture. Licensor shall indemnify, defend (at Distributor’s election), and hold harmless B4iFund regarding: Distributor and its officers, agents, employees, affiliates, licensees and assigns from and against any and all claims, damages, liabilities, costs and expenses, including reasonable outside attorneys’ fees and disbursements, arising out of (aA) any lossesbreach or, costs or liabilities arising from in connection with a third party claim, alleged breach of any representation, warranty, covenant or agreement made by Licensor herein, (B) the representations and warranties cited in the present article; (b) any instance of liability, including hidden liability, that may arise for the Target Company due to whatever reason; (c) any liability, contractual or non-contractual, that may arise for the Target Company and/or the Shareholders due to acts exercise by Distributor of the Company itself and/or Granted Rights in accordance with this Agreement, or (C) the Shareholders themselvesviolation or infringement of the rights of any third party as a result of the exhibition, distribution, exploitation, promotion or other use of the Picture by Distributor or its licensees in accordance with this Agreement.