Common use of Tax Law Compliance Clause in Contracts

Tax Law Compliance. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been filed or extensions thereof have been requested, and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments that are being contested in good faith and as to which adequate reserves have been provided. Each of the Company and its subsidiaries has filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, state, provincial, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Change, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company and its subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided and except for such taxes or assessments the nonpayment of which would not, individually or in the aggregate, result in a Material Adverse Change. The charges, accruals and reserves on the books of the Company and its subsidiaries in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Change. All material taxes which the Company and its subsidiaries are required by law to withhold or to collect for payment have been duly withheld and collected and have been paid to the appropriate governmental authority or agency or have been accrued, reserved against and entered on the books of the Company and its subsidiaries. There are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by the Sales Agent of the Placement Shares, acting as agent and/or principal for the Company.

Tax Law Compliance. All United States federal income tax returns of Other than as disclosed in the Company Registration Statement Package and its subsidiaries required by law to be filed have been filed or extensions thereof have been requestedthe Prospectus, and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments that are being contested in good faith and as to which adequate reserves have been provided. Each each of the Company and its subsidiaries has (a) filed all other foreign, federal, state and local tax returns that are (as hereinafter defined) required to have been be filed by it pursuant with taxing authorities prior to applicable foreign, state, provincial, local the date hereof or other law except insofar has duly obtained extensions of time for the filing thereof and (b) paid all taxes (as the failure to file hereinafter defined) shown as due and payable on such returns would not result in a Material Adverse Change, that were filed and has paid all taxes due pursuant to such returns imposed on or pursuant to any assessment received by assessed against the Company and its subsidiaries, except or such respective subsidiary. The provisions for such taxestaxes payable, if any, shown on the financial statements included or incorporated by reference in the Registration Statement and the Prospectus are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Other than as are being contested disclosed in good faith the Registration Statement and as to which adequate reserves the Prospectus, no issues have been provided raised (and except for such taxes or assessments the nonpayment of which would not, individually or are currently pending) by any taxing authority in the aggregate, result in a Material Adverse Change. The charges, accruals and reserves on the books connection with any of the returns or taxes asserted as due from the Company or its subsidiaries, and its subsidiaries in no waivers of statutes of limitation with respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional tax for any years not finally determined, except to the extent returns or collection of any inadequacy that would not result in a Material Adverse Change. All material taxes which have been given by or requested from the Company and its subsidiaries are required by law to withhold or to collect for payment have been duly withheld and collected and have been paid to the appropriate governmental authority or agency or have been accrued, reserved against and entered on the books of the Company and its subsidiaries. There are no transfer taxes tax liens against the assets, properties or business of the Company or any of its subsidiaries. The term “taxes” mean all federal, state, local, foreign, and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other similar fees taxes, fees, assessments, or charges under Federal law or the laws of any statekind whatever, together with any interest and any penalties, additions to tax, or any political subdivision thereofadditional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements, and other documents required to be paid filed in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by the Sales Agent of the Placement Shares, acting as agent and/or principal for the Companyrespect to taxes.

Tax Law Compliance. All United States federal income tax returns of Other than as disclosed in the Company Registration Statement and its subsidiaries required by law to be filed have been filed or extensions thereof have been requestedthe Prospectus, and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments that are being contested in good faith and as to which adequate reserves have been provided. Each each of the Company and its subsidiaries has (a) filed all other material foreign, federal, state and local tax returns that are (as hereinafter defined) required to have been be filed by it pursuant with taxing authorities prior to applicable foreign, state, provincial, local the date hereof or other law except insofar has duly obtained extensions of time for the filing thereof and (b) paid all taxes (as the failure to file hereinafter defined) shown as due and payable on such returns would not result in a Material Adverse Change, that were filed and has paid all taxes due pursuant to such returns imposed on or pursuant to any assessment received by assessed against the Company and its subsidiaries, except or such respective subsidiary. The provisions for such taxestaxes payable, if any, shown on the financial statements included or incorporated by reference in the Registration Statement and the Prospectus are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Other than as are being contested disclosed in good faith the Registration Statement and as to which adequate reserves the Prospectus, no material issues have been provided raised (and except for such taxes or assessments the nonpayment of which would not, individually or are currently pending) by any taxing authority in the aggregate, result in a Material Adverse Change. The charges, accruals and reserves on the books connection with any of the returns or taxes asserted as due from the Company or its subsidiaries, and its subsidiaries in no waivers of statutes of limitation with respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional tax for any years not finally determined, except to the extent returns or collection of any inadequacy that would not result in a Material Adverse Change. All material taxes which have been given by or requested from the Company and its subsidiaries are required by law to withhold or to collect for payment have been duly withheld and collected and have been paid to the appropriate governmental authority or agency or have been accrued, reserved against and entered on the books of the Company and its subsidiaries. There are no transfer taxes tax liens against the assets, properties or business of the Company or any of its subsidiaries. The term “taxes” mean all federal, state, local, foreign, and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other similar fees taxes, fees, assessments, or charges under Federal law or the laws of any statekind whatever, together with any interest and any penalties, additions to tax, or any political subdivision thereofadditional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements, and other documents required to be paid filed in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by the Sales Agent of the Placement Shares, acting as agent and/or principal for the Companyrespect to taxes.

Tax Law Compliance. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been filed or extensions thereof have been requested, and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments that are being contested in good faith and as to which adequate reserves have been provided, and except where the failure to do so would not result in a Material Adverse Change. Each of the Company and its subsidiaries has filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, state, provincial, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Change, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company and its subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided and except for such taxes or assessments the nonpayment of which would not, individually or in the aggregate, result in a Material Adverse Change. The charges, accruals and reserves on the books of the Company and its subsidiaries in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Change. All material taxes which the Company and its subsidiaries are required by law to withhold or to collect for payment have been duly withheld and collected and have been paid to the appropriate governmental authority or agency or have been accrued, reserved against and entered on the books of the Company and its subsidiaries, except to the extent that would not result in a Material Adverse Change. There are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by the Sales Designated Agent of the Placement Shares, acting as agent and/or principal for the Company.

Tax Law Compliance. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been filed or extensions thereof have been requested, and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments that are being contested in good faith and as to which adequate reserves have been provided. Each of the Company and its subsidiaries has filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, state, provincial, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Change, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company and its subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided and except for such taxes or assessments the nonpayment of which would not, individually or in the aggregate, result in a Material Adverse Change. The charges, accruals and reserves on the books of the Company and its subsidiaries in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Change. All material taxes which the Company and its subsidiaries are required by law to withhold or to collect for payment have been duly withheld and collected and have been paid to the appropriate governmental authority or agency or have been accrued, reserved against and entered on the books of the Company and its subsidiaries. There are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by the Sales Agent Chardan of the Placement Shares, acting as agent and/or principal for the Company.

Tax Law Compliance. All United States federal income tax The Company has filed all returns of the Company and its subsidiaries (as hereinafter defined) required by law to be filed have been filed with taxing authorities prior to the date hereof or has duly obtained extensions thereof have been requested, and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paidof time for the filing thereof, except assessments that are being contested in good faith and as to which adequate reserves have been provided. Each of the Company and its subsidiaries has filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, state, provincial, local or other law except insofar as where the failure to file such returns would not result in a Material Adverse Change, and has paid all taxes due pursuant reasonably be expected to such returns or pursuant to any assessment received by the Company and its subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided and except for such taxes or assessments the nonpayment of which would not, individually or in the aggregate, result in a Material Adverse Change. The charges, accruals Company has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and reserves has paid all taxes imposed on or assessed against the books of the Company and its subsidiaries in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional tax for any years not finally determinedCompany, except where the failure to the extent of any inadequacy that do so would not reasonably be expected to result in a Material Adverse Change. All The provisions for taxes payable, if any, shown on the financial statements filed with or as part of or incorporated by reference in the Registration Statement are sufficient for all accrued and unpaid taxes in all material taxes which respects, whether or not disputed, and for all periods to and including the Company dates of such consolidated financial statements. Other than as disclosed in the Registration Statement and its subsidiaries are required by law to withhold or to collect for payment the Prospectus, (i) no issues have been duly withheld raised (and collected are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been paid to given by or requested from the appropriate governmental authority or agency or have been accrued, reserved against and entered on the books of the Company and its subsidiariesCompany. There are no transfer taxes tax liens against the assets, properties or business of the Company. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other similar fees taxes, fees, assessments or charges under Federal law or the laws of any statekind whatever, together with any interest and any penalties, additions to tax or any political subdivision thereofadditional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be paid filed in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by the Sales Agent of the Placement Shares, acting as agent and/or principal for the Companyrespect to taxes.

Tax Law Compliance. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been filed or extensions thereof have been requested, and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments that are being contested in good faith and as to which adequate reserves have been provided. Each of the Company and its subsidiaries has filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, state, provincial, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Change, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company and its subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided and except for such taxes or assessments the nonpayment of which would not, individually or in the aggregate, result in a Material Adverse Change. The charges, accruals and reserves on the books of the Company and its subsidiaries in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Change. All material taxes which the Company and its subsidiaries are required by law to withhold or to collect for payment have been duly withheld and collected and have been paid to the appropriate governmental authority or agency or have been accrued, reserved against and entered on the books of the Company and its subsidiaries. There are no material transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by the Sales Agent of the Placement Shares, acting as agent and/or principal for the Company.

Tax Law Compliance. All United States federal income tax returns of the Company and its subsidiaries Subsidiaries required by law to be filed have been filed or extensions thereof have been requested, and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments that are being contested in good faith and as to which adequate reserves have been providedprovided under GAAP. The Company has no knowledge of any material tax deficiency which has been or is likely to be threatened or asserted against the Company or its Subsidiaries. Each of the Company and its subsidiaries Subsidiaries has filed all foreign, state, provincial, local or other tax returns that are required to have been filed by it pursuant to applicable foreign, state, provincial, local or other law except insofar as the failure to file such returns would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company and its subsidiariesSubsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided and except for such taxes or assessments the nonpayment of which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The charges, accruals and reserves on the books of the Company and its subsidiaries Subsidiaries in respect of any income and corporation or other tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional tax for any years not finally determined, except to the extent of any inadequacy that would not reasonably be expected to result in a Material Adverse Change. All material taxes which the Company and its subsidiaries Subsidiaries are required by law to withhold or to collect for payment have been duly withheld and collected and have been paid to the appropriate governmental authority or agency or have been accrued, reserved against and entered on the books of the Company and its subsidiaries. There are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by the Sales Agent of the Placement Shares, acting as agent and/or principal for the CompanySubsidiaries.

Tax Law Compliance. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been filed or extensions thereof have been requested, and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments that are being contested in good faith and as to which adequate reserves have been provided. Each of the Company and its subsidiaries has filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, state, provincial, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Change, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company and its subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided and except for such taxes or assessments the nonpayment of which would not, individually or in the aggregate, result in a Material Adverse Change. The charges, accruals and reserves on the books of the Company and its subsidiaries in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Change. All material taxes which the Company and its subsidiaries are required by law to withhold or to collect for payment have been duly withheld and collected and have been paid to the appropriate governmental authority or agency or have been accrued, reserved against and entered on the books of the Company and its subsidiaries. There are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by the Sales Agent Noble of the Placement Shares, acting as agent and/or principal for the Company.

Tax Law Compliance. All United States federal income tax returns of (i) Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company and its subsidiaries required by law to be filed Subsidiaries have been filed or extensions thereof have been requested, and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments that are being contested in good faith and as to which adequate reserves have been provided. Each of the Company and its subsidiaries has each filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, statenational, provincial, local and foreign income tax returns required to be filed as of the date of this Agreement or other law has timely and properly filed requested extensions thereof (except insofar as where the failure to file such returns would not result in a Material Adverse Change, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company and its subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided and except for such taxes or assessments the nonpayment of which would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect) and has paid taxes required to be paid by them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them in all material respects (except for cases in which the failure to pay would not have a Material Adverse Effect, or, except as currently being contested in good faith and for which reserves required by U.S. GAAP have been created in the financial statements of the Company). (ii) To the knowledge of the Company and its Subsidiaries, no tax deficiency has been determined adversely to the Company or any of its Subsidiaries that has had (nor does the Company nor any of its Subsidiaries have any notice or knowledge of any tax deficiency which could reasonably be expected to be determined adversely to the Company or its Subsidiaries and which could reasonably be expected to have) a Material Adverse Effect. (iii) The Company has made adequate charges, accruals and reserves on in the books applicable financial statements referred to in Section 1(n) above in respect of all national, provincial, local and foreign income taxes for all periods as to which the tax liability of the Company and its subsidiaries in respect of any income and corporation tax liability for any years has not finally determined are adequate to meet any assessments or re-assessments for additional tax for any years not been finally determined. (iv) All local and national PRC governmental tax credit, except to the extent of any inadequacy that would not result in a Material Adverse Change. All material taxes which the Company exemptions, waivers, financial subsidies, and its subsidiaries are required by law to withhold or to collect for payment have been duly withheld other local and collected national PRC tax relief, concessions and have been paid to the appropriate governmental authority or agency or have been accrued, reserved against and entered on the books of the Company and its subsidiaries. There are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance preferential treatment enjoyed by the Company or sale by the Sales Agent any of the Placement SharesSubsidiaries as disclosed in the Registration Statement, acting as agent and/or principal for the CompanyDisclosure Package and the Prospectus are valid, binding and enforceable and do not violate any laws, regulations, rules, orders, decrees, guidelines, judicial interpretations, notices or other legislation of the PRC.

Tax Law Compliance. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been filed or extensions thereof have been requested, and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments that are being contested in good faith and as to which adequate reserves have been provided, and except where the failure to do so would not result in a Material Adverse Change. Each of the Company and its subsidiaries has filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, state, provincial, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Change, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company and its subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided and except for such taxes or assessments the nonpayment of which would not, individually or in the aggregate, result in a Material Adverse Change. The charges, accruals and reserves on the books of the Company and its subsidiaries in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Change. All material taxes which the Company and its subsidiaries are required by law to withhold or to collect for payment have been duly withheld and collected and have been paid to the appropriate governmental authority or agency or have been accrued, reserved against and entered on the books of the Company and its subsidiaries, except to the extent that would not result in a Material Adverse Change. There are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by the Sales Agent of the Placement Shares, acting as agent and/or principal for the Company.

Tax Law Compliance. All United States federal income tax returns of the Company and its subsidiaries Subsidiaries required by law to be filed have been filed or extensions thereof have been requested, and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments that are being contested in good faith and as to which adequate reserves have been providedprovided under U.S. GAAP. The Company has no knowledge of any material tax deficiency which has been or is likely to be threatened or asserted against the Company or its Subsidiaries. Each of the Company and its subsidiaries Subsidiaries has filed all foreign, state, provincial, local or other tax returns that are required to have been filed by it pursuant to applicable foreign, state, provincial, local or other law except insofar as the failure to file such returns would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse ChangeEffect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company and its subsidiariesSubsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided and except for such taxes or assessments the nonpayment of which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse ChangeEffect. The charges, accruals and reserves on the books of the Company and its subsidiaries Subsidiaries in respect of any income and corporation or other tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional tax for any years not finally determined, except to the extent of any inadequacy that would not reasonably be expected to result in a Material Adverse ChangeEffect. All material taxes which Any certificate signed by any officer or representative of the Company or any of its Subsidiaries and delivered to the Agent or counsel for the Agent in connection with an issuance of Shares shall be deemed a representation and warranty by the Company to the Agent as to the matters covered thereby on the date of such certificate. The Company acknowledges that the Agent and, for purposes of the opinions to be delivered pursuant to Section 4(p) hereof, counsel to the Company and its subsidiaries are required by law to withhold or to collect for payment have been duly withheld and collected and have been paid counsel to the appropriate governmental authority or agency or have been accruedAgent, reserved against will rely upon the accuracy and entered on the books truthfulness of the Company foregoing representations and its subsidiaries. There are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required hereby consents to be paid in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by the Sales Agent of the Placement Shares, acting as agent and/or principal for the Companysuch reliance.

Tax Law Compliance. All United States federal income Each of the Company, the Acquired Companies and their subsidiaries has accurately prepared and timely filed all federal, state, local, foreign and other tax returns of the Company and its subsidiaries (or timely filed applicable extensions therefore) that have been required by law to be filed have been by it with the appropriate Governmental Authorities in all jurisdictions in which such tax returns are required to be filed and has timely paid or extensions thereof have been requestedmade provision for the payment of all taxes, assessments, governmental or other similar charges, including without limitation, all sales and use taxes, fines, penalties, and all taxes shown that it is obligated to withhold from amounts owing to employees, creditors and third parties, with respect to the periods covered by such tax returns (whether or otherwise assessednot such amounts are shown as due on any tax return), which are due and payableexcept, have been paidin all cases, except assessments for any such tax, assessment or similar charge that are being contested it is contesting in good faith by appropriate proceedings and as except in any case in which the failure to which adequate reserves so file or pay would not in the aggregate have been provideda Material Adverse Effect. Each of the Company and its subsidiaries the Acquired Companies has filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, state, provincial, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Change, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company and its subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which made adequate reserves have been provided and except for such taxes or assessments the nonpayment of which would not, individually or in the aggregate, result in a Material Adverse Change. The charges, accruals and reserves on in the books of the Company and its subsidiaries applicable consolidated financial statements referred to in Section 1(l) above in respect of any all federal, state and foreign income and corporation franchise taxes for all periods as to which its tax liability for any years has not finally determined are adequate to meet any assessments or re-assessments for additional tax for any years not been finally determined, except to the extent of any inadequacy that . Except such as would not result in have a Material Adverse Change. All material taxes which the Company and its subsidiaries are required by law Effect, no deficiency assessment with respect to withhold or to collect for payment have been duly withheld and collected and have been paid to the appropriate governmental authority or agency or have been accrued, reserved against and entered on the books a proposed adjustment of the Company and its subsidiaries. There are no transfer taxes or other similar fees or charges under Federal law or the laws of any Company’s federal, state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement other taxes or the issuance equivalent for the Acquired Companies or any of their subsidiaries is pending or, to the Company’s Knowledge, threatened. There is no material tax lien, whether imposed by any federal, state, or other taxing authority, outstanding against the Company assets, properties or sale by the Sales Agent business of the Placement SharesCompany, acting any of the Acquired Companies or their subsidiaries. Except such as agent and/or principal for would not have a Material Adverse Effect, no audits or other administrative proceedings or court proceedings are presently pending nor, to the Company’s Knowledge, threatened against the Company, any of the Acquired Companies or their subsidiaries with regard to any taxes or returns of such entities, and no taxing authority has notified the Company, any of the Acquired Companies or their subsidiaries that it intends to investigate its tax affairs.

Tax Law Compliance. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been filed or extensions thereof have been requested, and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments that are being contested in good faith and as to which adequate reserves have been provided. Each of the The Company and its subsidiaries has filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, state, provincial, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Change, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company and its subsidiariesCompany, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided and except for such taxes or assessments the nonpayment of which would not, individually or in the aggregate, result in a Material Adverse Change. The charges, accruals and reserves on the books of the Company and its subsidiaries in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Change. All material taxes which the Company and its subsidiaries are is required by law to withhold or to collect for payment have been duly withheld and collected and have been paid to the appropriate governmental authority or agency or have been accrued, reserved against and entered on the books of the Company and its subsidiaries. There are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by the Sales Agent of the Placement Shares, acting as agent and/or principal for the Company.

Tax Law Compliance. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been filed or extensions thereof have been requested, and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments that are being contested in good faith and as to which adequate reserves have been provided. Each of the Company and its subsidiaries has filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, state, provincial, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Change, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company and its subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided and except for such taxes or assessments the nonpayment of which would not, individually or in the aggregate, result in a Material Adverse Change. The charges, accruals and reserves on the books of the Company and its subsidiaries in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Change. All material taxes which the Company and its subsidiaries are required by law to withhold or to collect for payment have been duly withheld and collected and have been paid to the appropriate governmental authority or agency or have been accrued, reserved against and entered on the books of the Company and its subsidiaries. There are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid by the Company in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by the Sales Agent of the Placement Shares, acting as agent and/or principal for the Company.

Tax Law Compliance. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been filed or extensions thereof have been requested, and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments that are being contested in good faith and as to which adequate reserves have been providedprovided and except for such taxes or assessments the nonpayment of which would not, individually or in the aggregate, result in a Material Adverse Change. Each of the Company and its subsidiaries has filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, state, provincial, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Change, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company and its subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided and except for such taxes or assessments the nonpayment of which would not, individually or in the aggregate, result in a Material Adverse Change. The charges, accruals and reserves on the books of the Company and its subsidiaries in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Change. All material taxes which the Company and its subsidiaries are required by law to withhold or to collect for payment have been duly withheld and collected and have been paid to the appropriate governmental authority or agency or have been accrued, reserved against and entered on the books of the Company and its subsidiaries. There are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by the Sales Agent of the Placement SharesADSs, acting as agent and/or principal for the Company.

Tax Law Compliance. All United States federal income tax returns of the The Company and each of its subsidiaries Subsidiaries has duly and timely made or filed (taking into account applicable extensions) all U.S. federal, state, local and non-U.S. income and all other material tax returns, reports and declarations required to have been made or filed by law any jurisdiction to which it is subject and such returns, reports and declarations are true, correct and complete in all material respects, has duly and timely paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be filed have been filed or extensions thereof have been requesteddue on such returns, reports and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paiddeclarations, except assessments that are those being contested in good faith and for which the Company has set aside on its books provisions reasonably adequate for the payment thereof as determined in accordance with GAAP, and has in effect no waivers of applicable statutes of limitations with respect to taxes for any year. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction. The Company and each Subsidiary has not reported any material uncertain tax positions pursuant to FASB Interpretation 48 (FIN 48), “Accounting for Uncertainty in Income Taxes” on the Company’s financial statements, and the officers of the Company know of no basis for any such tax reporting positions. There have been no examinations or audits of any tax returns, reports or declarations of the Company or its Subsidiaries by any applicable U.S. federal, state, local or non-U.S. governmental agency and, to the Company’s knowledge, there are no currently or proposed examinations or audits. The Company and its Subsidiaries have no liability for taxes of any person (other than bluebird bio, Inc., the Company and their subsidiaries) arising from the application of U.S. Treasury Regulations Section 1.1502-6 or any similar provision of state, local or non-U.S. law, or as a transferee or successor or member of an affiliated, consolidated, combined or unitary group. The Company and its Subsidiaries are not a party to, are not bound by, and do not have any obligation under, any tax sharing, tax indemnity or tax allocation agreement or similar agreement or arrangement (to which adequate reserves have been provided. Each of any person other than the Company and its subsidiaries has filed all Subsidiaries is a party) other than obligations in agreements or arrangements not primarily related to taxes, except for the tax returns that are required to have been filed matters agreement by it pursuant to applicable foreign, state, provincial, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Change, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by between the Company and bluebird bio, dated as of November 3, 2021 (the “Tax Matters Agreement”). The Company and its subsidiaries, except for such taxes, if anySubsidiaries have not been party to any transaction that is a “prohibited tax shelter transaction” as defined in Section 4965(e) of the U.S. Internal Revenue Code of 1986, as are being contested in good faith and as to which adequate reserves have been provided and except for such taxes amended (including any successor statute) (the “Code”) or assessments any “reportable transaction” (other than any “loss transaction”) within the nonpayment meaning of which would U.S. Treasury regulations Section 1.6011-4(b). The Company is not, individually or in nor does it reasonably expect to become, a “United States real property holding corporation” within the aggregate, result in a Material Adverse Changemeaning of Section 897(c) of the Code. The chargesCompany is not, accruals and reserves on nor does it reasonably expect to become, a “disqualified investment corporation” within the books meaning of Section 355(g) of the Code or a “real estate investment trust” within the meaning of Section 355(h) of the Code. None of the Company and or any of its subsidiaries Subsidiaries has taken any action that could reasonably be expected to prevent the Distribution from qualifying as a distribution eligible for non-recognition under Sections 355(a) of the Code. Other than as part of the Distribution (as defined in respect the Tax Matters Agreement), within the past five years, none of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments the Company or re-assessments for additional tax for any years not finally determined, except to the extent of any inadequacy that would not result its Subsidiaries has been either a “distributing corporation” or a “controlled corporation” in a Material Adverse Change. All material taxes distribution in which the parties to such distribution treated the distribution as one to which Section 355 of the Code is applicable. The Company and its subsidiaries are required Subsidiaries have complied with all of their respective obligations under the Tax Matters Agreement and the Company has furnished to Cowen (i) a copy of the executed “Unqualified Tax Opinion” (as defined in the Tax Matters Agreement) delivered by law the Company’s tax counsel to withhold bluebird bio, Inc. on or to collect for payment have been duly withheld and collected and have been paid prior to the appropriate governmental authority or agency or have been accrued, reserved against date hereof with respect to the sales pursuant to this Agreement and entered on the books (ii) a copy of the executed certificate delivered to the Company and its subsidiaries. There are no transfer taxes by bluebird bio, Inc. on or other similar fees or charges under Federal law or prior to the laws of any state, or any political subdivision thereof, required date hereof to be paid in connection the effect that such “Unqualified Tax Opinion” with respect to the execution and delivery of sales pursuant to this Agreement or the issuance by the Company or sale by the Sales Agent constitutes an “Unqualified Tax Opinion” for purposes of Section 6.1(c) of the Placement Shares, acting as agent and/or principal for the CompanyTax Matters Agreement.

Tax Law Compliance. All United States federal income tax returns of Except as set forth in the Company and its subsidiaries required by law to be filed have been filed Registration Statement or extensions thereof have been requestedthe Prospectus, and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments that are being contested in good faith and as to which adequate reserves have been provided. Each each of the Company and its subsidiaries has (a) filed all other foreign, federal, state and local tax returns that are (as hereinafter defined) required to have been be filed by it pursuant with taxing authorities prior to applicable foreign, state, provincial, local the date hereof or other law except insofar has duly obtained extensions of time for the filing thereof and (b) paid all taxes (as the failure to file hereinafter defined) shown as due on such returns would not result in a Material Adverse Change, that were filed and has paid all taxes due pursuant to such returns imposed on or pursuant to any assessment received by assessed against the Company or such respective subsidiary, in each such case except where the failure to comply has not had and its subsidiarieswould not reasonably be expected to, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided and except for such taxes or assessments the nonpayment of which would not, individually singularly or in the aggregate, result in a Material Adverse Change. The chargesprovisions for taxes payable, accruals and reserves if any, shown on the books financial statements included or incorporated by reference in the Registration Statement or the Prospectus are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Other than as disclosed in the Registration Statement or the Prospectus, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its subsidiaries, and its subsidiaries in (ii) no waivers of statutes of limitation with respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional tax for any years not finally determined, except to the extent returns or collection of any inadequacy that taxes have been given by or requested from the Company or its subsidiaries, in each such case except where the failure to comply has not had and would not reasonably be expected to, singularly or in the aggregate, result in a Material Adverse Change. All material taxes which Except as set forth in the Company and its subsidiaries Registration Statement or the Prospectus, there are required by law to withhold no tax liens against the assets, properties or to collect for payment have been duly withheld and collected and have been paid to the appropriate governmental authority or agency or have been accrued, reserved against and entered on the books business of the Company and or any of its subsidiaries. There are no transfer taxes The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other similar fees taxes, fees, assessments or charges under Federal law or the laws of any statekind whatever, together with any interest and any penalties, additions to tax or any political subdivision thereofadditional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be paid filed in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by the Sales Agent of the Placement Shares, acting as agent and/or principal for the Companyrespect to taxes.

Tax Law Compliance. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been filed or extensions thereof have been requested, and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments that are being contested in good faith and as to which adequate reserves have been provided. Each of the Company and its subsidiaries has filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, state, provincial, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Change, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company and its subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided and except for such taxes or assessments the nonpayment of which would not, individually or in the aggregate, result in a Material Adverse Change. The charges, accruals and reserves on the books of the Company and its subsidiaries in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Change. All material taxes which the Company and its subsidiaries are required by law to withhold or to collect for payment have been duly withheld and collected and have been paid to the appropriate governmental authority or agency or have been accrued, reserved against and entered on the books of the Company and its subsidiaries. There are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by the Sales Agent Chardan of the Placement Shares, acting as agent and/or principal for the Company. Company Not an “Investment Company”. The Company has been advised of the rules and requirements under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company is not, and after receipt of payment for the Placement Shares will not be, an “investment company” within the meaning of Investment Company Act and will conduct its business in a manner so that it will not become subject to the Investment Company Act.

Tax Law Compliance. All United States federal income tax returns of the The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns or have properly requested extensions thereof and have paid all taxes required by law to be filed have been filed or extensions thereof have been requestedpaid by any of them and, and all taxes shown by such returns or otherwise assessed, which are if due and payable, have been paidany related or similar assessment, fine or penalty levied against any of them except assessments that are as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in ‎Section 2(k) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which adequate reserves have been provided. Each the tax liability of the Company and or any of its subsidiaries has not been finally determined. Except as would not reasonably be expected to result in a Material Adverse Change, the Company and each of its subsidiaries has accurately prepared and timely filed all Israeli, federal, state, foreign and other tax returns that are required to have been be filed by it pursuant to applicable foreignor have been granted extensions thereof and has paid or made provision for the payment of all taxes, stateassessments, provincial, local governmental or other law except insofar similar charges, including without limitation, all sales and use taxes and all taxes which the Company or any subsidiary is obligated to withhold from amounts owing to employees, creditors and third parties, with respect to the periods covered by such tax returns (whether or not such amounts are shown as the failure to file such returns due on any tax return). Except as would not reasonably be expected to result in a Material Adverse Change, and has paid all taxes due pursuant no deficiency assessment with respect to such returns a proposed adjustment of the Company’s or pursuant to any assessment received by the Company and its subsidiaries’ Israeli, except for such taxesfederal, if anystate, as are being contested in good faith and as local or foreign taxes is pending or, to which adequate reserves have been provided and except for such taxes or assessments the nonpayment of which would notCompany’s knowledge, individually or in the aggregate, result in a Material Adverse Changethreatened. The charges, accruals and reserves on the books and records of the Company and its subsidiaries in respect of any income and corporation tax liability liabilities for any years taxable period not finally determined are adequate to meet any assessments or re-assessments for additional tax and related liabilities for any years not finally determinedsuch period and, since December 31, 2019, except to the extent of any inadequacy that as would not result in reasonably be expected to have a Material Adverse Change. All material taxes which , the Company and its subsidiaries are required have not incurred any liability for taxes other than in the ordinary course of its business. There is no tax lien, whether imposed by law to withhold any Israeli, federal, state, foreign or to collect for payment have been duly withheld and collected and have been paid to other taxing authority, outstanding against the appropriate governmental authority assets, properties or agency or have been accrued, reserved against and entered on the books business of the Company and or its subsidiaries, other than any such tax lien arising automatically under applicable law with respect to taxes not yet due and payable or being contested in good faith. There are no transfer taxes or other similar fees or charges under Federal law Assuming that the Agent is not otherwise subject to taxation in the State of Israel due to Israeli tax residence or the laws existence of any statea permanent establishment in Israel, none of the issuance, delivery and sale of the Shares by the Company or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance sale and delivery by the Company or sale of the Shares as contemplated herein and in the Prospectus will be subject to any tax (including interest and penalties) imposed on any Agent by the Sales State of Israel or any political subdivision thereof, whether imposed directly or through withholding. The Agent is not required to withhold for Israeli tax purposes any portion of the Placement Shares, acting as agent and/or principal consideration for the Shares being sold by the Company.

Tax Law Compliance. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been filed or extensions thereof have been requested, and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments that are being contested in good faith and as to which adequate reserves have been provided. Each of the Company and its subsidiaries has filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, state, provincial, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Change, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company and its subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided and except for such taxes or assessments the nonpayment of which would not, individually or in the aggregate, result in a Material Adverse Change. The charges, accruals and reserves on the books of the Company and its subsidiaries in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Change. All material taxes which the Company and its subsidiaries are required by law to withhold or to collect for payment have been duly withheld and collected and have been paid to the appropriate governmental authority or agency or have been accrued, reserved against and entered on the books of the Company and its subsidiaries. There are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by the Sales Agent Noble of the Placement Shares, acting as agent and/or principal for the Company.

Tax Law Compliance. All United States federal income tax returns of the Company and its subsidiaries Subsidiaries required by law to be filed have been filed or extensions thereof have been requested, and all material taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments that are being contested in good faith and as to which adequate reserves have been provided. Each of the Company and its subsidiaries Subsidiaries has filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, state, provincial, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Change, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company and its subsidiariesSubsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided and except for such taxes or assessments the nonpayment of which would not, individually or in the aggregate, result in a Material Adverse Change. The charges, accruals and reserves on the books of the Company and its subsidiaries Subsidiaries in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Change. All material taxes which the Company and its subsidiaries Subsidiaries are required by law to withhold or to collect for payment have been duly withheld and collected and have been paid to the appropriate governmental authority or agency or have been accrued, reserved against and entered on the books of the Company and its subsidiariesSubsidiaries. There are no material transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by the Sales Agent of the Placement Shares, acting as agent and/or principal for the Company.

Tax Law Compliance. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been filed or extensions thereof have been requestedfiled, except insofar as the failure to file such returns would not result in a Material Adverse Effect, and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments that are being contested in good faith against which appeals have been or will be promptly taken and as to which adequate reserves have been provided. Each Any applicable United States federal income tax returns of the Company through the fiscal year ended December 31, 2017 have been filed and no assessment in connection therewith has been made against the Company. The Company and its subsidiaries has have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, state, provincial, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Change, Effect and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company and its subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided and except for such taxes or assessments the nonpayment of which would not, individually or in the aggregate, result in a Material Adverse Changeprovided. The charges, accruals and reserves on the books of the Company and its subsidiaries in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse ChangeEffect. All material No capital gains, income, withholding or other taxes which are payable by or on behalf of Noble to the Republic of Greece or the Republic of The Mxxxxxxx Islands (assuming that Noble is not a citizen or resident of the Republic of The Mxxxxxxx Islands or is carrying on business or conducting transactions in the Republic of The Mxxxxxxx Islands), or to any political subdivision or taxing authority thereof or therein in connection with the issuance, sale and delivery by the Company and its subsidiaries are required by law to withhold or to collect for payment have been duly withheld and collected and have been paid to the appropriate governmental authority or agency or have been accrued, reserved against and entered on the books of the Company and its subsidiariesPlacement Shares to or for the account of Noble. There are no documentary, stamp or other issuance or transfer taxes or other duties or similar fees or charges under Federal U.S. federal law or the laws of any stateU.S. state or the Republic of The Mxxxxxxx Islands (assuming that Noble is not a citizen or resident of the Republic of The Mxxxxxxx Islands or is carrying on business or conducting transactions in the Republic of The Mxxxxxxx Islands), or any political subdivision of any thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance issuance, sale and delivery by the Company or sale by the Sales Agent of the Placement Shares, acting as agent and/or principal Shares to or for the Companyaccount of Noble.

Tax Law Compliance. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been filed or extensions thereof have been requested, and all taxes shown by as due on such returns or that otherwise have been assessed, which are due and payable, have been paid, except assessments that are being contested in good faith against which appeals have been or will be promptly taken and as to which adequate reserves have been provided. Each of the The Company and its subsidiaries has have filed all other tax returns that are required to have been filed by it them pursuant to applicable foreign, state, provincial, local or other law except insofar as the failure to file such returns would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse ChangeEffect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company and its subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided and except provided. Except for such any net income, capital gains or franchise taxes or assessments imposed on Cowen by the nonpayment of which would not, individually or in the aggregate, result in a Material Adverse Change. The charges, accruals and reserves on the books government of the Company and its subsidiaries in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Change. All material taxes which the Company and its subsidiaries are required by law to withhold or to collect for payment have been duly withheld and collected and have been paid to the appropriate governmental authority or agency or have been accrued, reserved against and entered on the books of the Company and its subsidiaries. There are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, Cayman Islands or any political subdivision thereofor taxing authority thereof or therein as a result of any present or former connection (other than any connection resulting from the transactions contemplated by this Agreement) between Cowen and the jurisdiction imposing such tax, required to be paid no stamp duties or other issuance or transfer taxes are payable by or on behalf of Cowen in the Cayman Islands, the United States or any political subdivision or taxing authority thereof solely in connection with (i) the execution execution, delivery and delivery performance of this Agreement or Agreement, (ii) the issuance by the Company or sale by the Sales Agent of the Placement Shares, acting Shares in the manner contemplated by this Agreement and the Prospectus or (iii) the sale and delivery by Cowen of the Placement Shares as agent and/or principal for the Companycontemplated herein.

Tax Law Compliance. All United States federal income tax returns of the The Company and its subsidiaries have timely filed when due all necessary United States federal, state, local, and French and foreign income, franchise and other material tax returns required by law to be filed through the date hereof, or have been filed or properly requested extensions thereof and have been requested, and paid all taxes shown required to be paid by such returns or otherwise assessedany of them through the date hereof and, which are if due and payable, have been paidany related or similar assessment, fine or penalty levied against any of them except assessments that are as may be being contested in good faith and as to which adequate reserves have been provided. Each of the Company and its subsidiaries has filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, state, provincial, local appropriate proceedings or other law except insofar as where the failure to file such returns would not result in a Material Adverse Change, and has paid all taxes due pursuant tax return or the failure to such returns or pursuant to pay any assessment received by the Company and its subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided and except for such taxes or assessments the nonpayment of which tax would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse ChangeEffect. None of the Company or its subsidiaries is under audit by governmental authorities, and none of them has received written notice of any such audit other than with respect to routine tax audits which the Company does not reasonably believe would have a Material Adverse Effect. The Company has made adequate charges, accruals and reserves on in the books applicable financial statements referred to in Section 1(k) above in respect of all United States federal, state, local, and French and foreign income, franchise and other material taxes for all periods as to which the tax liability of the Company and or any of its subsidiaries in respect of any income and corporation tax liability for any years has not finally determined are adequate to meet any assessments or re-assessments for additional tax for any years not been finally determined. Except as described in the Registration Statement or the Prospectus, except to no transaction, documentary, stamp, capital or other issuance, registration, transaction, transfer or withholding tax or duty (including, for the extent avoidance of any inadequacy that would not result doubt, financial transaction tax as set out in a Material Adverse Change. All material taxes which the Company and its subsidiaries are required by law to withhold or to collect for payment have been duly withheld and collected and have been paid to the appropriate governmental authority or agency or have been accrued, reserved against and entered on the books Article 235 ter ZD of the Company and its subsidiaries. There are no transfer taxes Code général des impôts) is payable in France by or other similar fees or charges under Federal law or on behalf of the laws of Underwriters to any state, or any political subdivision thereof, required to be paid taxing authority in connection with (i) the issuance, sale and delivery of the Offered Securities by the Company, the issuance of the ADSs by the Depositary, and the delivery of the Offered Securities (other than the ADSs) to or for the account of the Underwriters; (ii) the purchase from the Company, and the initial sale and delivery by the Underwriters of the Offered Securities to purchasers thereof; (iii) the holding or transfer of the Offered Securities; (iv) the deposit of the Ordinary Shares with the Depositary and the issuance and delivery by the Depositary of the ADRs evidencing the ADSs; or (v) the execution and delivery of this Agreement or the issuance by the Company Deposit Agreement or sale by the Sales Agent of the Placement Shares, acting as agent and/or principal for the Companyany other document to be furnished hereunder.

Tax Law Compliance. (i) All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been filed by or extensions thereof have been requested, and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments that are being contested in good faith and as to which adequate reserves have been provided. Each on behalf of the Company and its subsidiaries has filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, state, provincial, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Change, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company and its subsidiaries, except for such taxesnon-income state and local tax returns (other than, if anyfor this purpose, as ad valorem tax returns) which, singly and in the aggregate are being contested in good faith and as to which adequate reserves not material, have been provided duly filed on a timely basis and except such tax returns are true, correct and complete. All taxes shown to be payable on such tax returns, or on subsequent assessments with respect thereto, have been paid in full on a timely basis, and no other taxes are payable by the Company and its subsidiaries with respect to items or periods covered by such tax returns (whether or not shown or reportable on such tax returns). The amount of the Company's and its subsidiaries' liabilities for such unpaid taxes or assessments for all periods do not exceed the nonpayment amount of which would not, individually or the current liability accruals for taxes reflected in the aggregatefinancial statements of the Company, result and such financial statements properly accrue in a Material Adverse Change. The charges, accruals and reserves on the books accordance with US GAAP all liabilities for taxes of the Company and its subsidiaries in respect payable after the date of any income and corporation tax liability for any years the financial statements attributable to transactions or events occurring prior to such date. (ii) The designation of the law of New York to apply to this Agreement will not finally determined are adequate to meet any assessments or re-assessments for additional tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Change. All material taxes which cause the Company and its subsidiaries are required by law to withhold or to collect for payment have been duly withheld and collected and have been paid to a "permanent establishment" in the appropriate governmental authority or agency or have been accruedUnited States, reserved against and entered on as such term is defined in the books Convention between the Government of the United States of America and Canada with respect to Taxes on Income and on Capital (the "Treaty"). (iii) The Company was not a "passive foreign investment company" (a "PFIC") as defined in Section 1297(a) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the "Code") during its subsidiaries1999 taxable year. There are no The Company does not believe that it is, or that upon the consummation of the transactions contemplated hereby and the application of the net proceeds as described in the Prospectus under the heading "Use of Proceeds" it will be, a PFIC. The Company will review not less frequently than annually whether it has become a PFIC and if, pursuant to such review, the Company determines that it has or is likely to become a PFIC, it will use its best efforts to inform its shareholders of such PFIC status as soon as practicable and to comply with any applicable reporting and other requirements of Subparts A, B and C of Part VI of Subchapter P of the Code. The Company does not believe that it is, or is likely to become, a "foreign personal holding company" as defined in Section 552 of the Code. (iv) No stamp or other issue or transfer taxes or other similar fees duties are payable by or charges under Federal law on behalf of the Underwriters to the Canadian government or to the laws provincial government of any state, or any political subdivision thereof, required to be paid Ontario in connection with (A) the execution issuance, sale and delivery of this Agreement or the issuance by the Company to or for the respective accounts of the Underwriters of the Common Shares or (B) the sale and delivery outside Canada by the Sales Agent Underwriters of the Placement SharesCommon Shares to the initial purchasers thereof in the manner contemplated in the Underwriting Agreement. (v) The statements under the caption "Taxation--Canadian Federal Income Tax Considerations" in Item 7 of Part I of the Annual Report on Form 20-F filed for the year ended December 31, acting 1999, insofar as agent and/or such statements relate to Canadian tax matters currently applicable to the U.S. holders referred to therein, fairly disclose in all material respects as of the date of the Prospectus the principal for Canadian income tax consequences of holding Shares as capital property and dealing at arm's length with the Company. (vi) The statements under the caption "Taxation--U.S. Federal Income Tax Consequences" in Item 7 of Part I of the Annual Report on Form 20-F filed for the year ended December 31, 1999, and under the heading "RISK FACTORS--Our U.S. investors could suffer adverse tax consequences if we are characterized as a passive foreign investment company" in the Registration Statement on Form F-3 filed with the Securities and Exchange Commission on March ___, 2000, insofar as such statements relate to United States tax matters currently applicable to the persons described therein, accurately reflect in all material respects as of the date of the Prospectus the material tax consequences of owning Shares to such persons.

Tax Law Compliance. All United States federal income tax returns Each of the Company and its subsidiaries the Subsidiaries has timely filed all federal, state, county, local and foreign Tax Returns (as defined herein) required by law to be filed have been filed or extensions thereof have been requestedby it, and all taxes shown such filed Tax Returns are true, correct and complete in all material respects, and paid all Taxes (as defined herein) owed by it and no material Taxes owed by it or assessments received by it are delinquent. With respect to Taxes not yet due, the Company has made adequate provision in the financial statements of the Company (in accordance with GAAP). The federal income Tax Returns of the Company and the Company for the fiscal year ended March 31, 2010, and for all fiscal years prior thereto, are for the purposes of routine audit by the Internal Revenue Service (the “IRS“) closed because of the expiration of the statute of limitations, and no claims for additional Taxes for such returns fiscal years are pending. Neither the Company nor any Subsidiary has waived any statute of limitations with respect to Taxes or otherwise assessedagreed to any extension of time with respect to a Tax assessment or deficiency, which are due in each case that is still in effect, or has pending a request for any such extension or waiver. Neither the Company nor any Subsidiary is a party to any pending action or proceeding for the assessment or collection of Taxes and payable, no material deficiencies have been paidproposed in writing by any Governmental Authority in connection with an audit or examination of the Tax Returns of the Company or any Subsidiary which has not been settled, except assessments that are being contested resolved and fully satisfied, or for which reserves adequate in good faith and as to which adequate reserves accordance with GAAP have not been providedprovided on the Financial Statements. Each of the Company and its subsidiaries the Subsidiaries has filed withheld and paid all other tax returns material Taxes that are it is required to have been filed withhold from amounts owing to employees, creditors or other third parties. Neither the Company nor any Subsidiary is a party to, is bound by it pursuant to applicable foreignor has any material obligation under, any Tax sharing or Tax indemnity agreement or similar contract or arrangement other than any contract or agreement between or among the Company and any Subsidiary. Neither the Company nor any Subsidiary has participated in any “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4, or any other transaction requiring disclosure under analogous provisions of state, provincial, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Change, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by foreign law. Neither the Company and its subsidiaries, except nor any Subsidiary has liability for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided and except for such taxes or assessments the nonpayment of which would not, individually or in the aggregate, result in a Material Adverse Change. The charges, accruals and reserves on the books of the Company and its subsidiaries in respect Taxes of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Change. All material taxes which the Company and its subsidiaries are required by law to withhold or to collect for payment have been duly withheld and collected and have been paid to the appropriate governmental authority or agency or have been accrued, reserved against and entered on the books of the Company and its subsidiaries. There are no transfer taxes or person other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance by than the Company or sale by any Subsidiary under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law) as a transferee, successor or otherwise. Neither the Sales Agent Company nor any Subsidiary has been a “distributing corporation” or a “controlled corporation” in any distribution in which the parties to such distribution treated the distribution as one to which Section 355 of the Placement SharesInternal Revenue Code of 1986, acting as agent and/or principal for amended (the Company.“Code”), is applicable. The Company has not been a United States real property holding corporation within the meaning of Section 897 of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Neither the Company nor any Subsidiary has undergone an “ownership change” within the meaning of Code Section 382(g), and the

Tax Law Compliance. All foreign and United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been filed or extensions thereof have been requested, and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments that are being contested in good faith and as to which adequate reserves have been provided, except where the failure to do so would not result in a Material Adverse Change. Each of the Company and its subsidiaries has filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, state, provincial, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Change, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company and its subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided and except for such taxes or assessments the nonpayment of which would not, individually or in the aggregate, result in a Material Adverse Change. The charges, accruals and reserves on the books of the Company and its subsidiaries in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Change. All material taxes which the Company and its subsidiaries are required by law to withhold or to collect for payment have been duly withheld and collected and have been paid to the appropriate governmental authority or agency or have been accrued, reserved against and entered on the books of the Company and its subsidiaries. There are no transfer taxes or other similar fees or charges under Federal foreign law, federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by the Sales Agent of the Placement Shares, acting as agent and/or principal for the Company.