Common use of Warranties Clause in Contracts

Warranties. 8.1 The Contractor warrants, represents and undertakes for the duration of the Contract Period that: a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractor; b) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of this Contract; c) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; d) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;

Warranties. 8.1 8.1. The Contractor warrants, represents and undertakes for the duration of the Contract Period that: (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractor; (b) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of this Contract; (c) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; (d) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; (e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s Contractor’s assets or revenue; (f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; (g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; ; (h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading; (i) the appropriate documents will contain all necessary information and explanation required for the purpose of executing the exit plan and for suitably qualified employees of the Authority or of the Successor Supplier to be able to use the software and receive the Services and to perform the replacement Services on termination or expiry; and (j) it shall, and its Staff shall, at all times comply with the Law in carrying out their obligations under this Contract. (k) in the three 3 years prior to the date of this Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (iii) it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfill its obligations under the Contract.

Warranties. 8.1 The Contractor warrants, represents Assignor hereby warrants and undertakes covenants that (i) except for the duration rights and interests of the Contract Period that: a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations Airport Lessor under the Contract Lease, Assignor is now the sole owner of all rights and that the Contract is executed by a duly authorised representative of the Contractor; b) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of this Contract; c) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; d) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights interests in and to the Intellectual Property Rights Assigned Premises, (ii) the Lease[, as it relates to the Assigned Premises,] is in full force and effect, (iii) Assignor has complied with all materials used terms and provisions of the Lease [as it relates to the Assigned Premises] and same is not currently in default and Assignor knows of no condition which with the passage of time or giving of notice might constitute a default under the Lease by any party, and (iv) the Contractor Assigned Premises and the Lease[, insofar as it relates to the Assigned Premises,] are free from all liens and encumbrances. A copy of the Lease (and all amendments thereto) are attached as Annex 2. Subject to the foregoing, Assignee accepts the Assigned Premises and equipment thereon "AS IS" and acknowledges that there is, with respect to the Assigned Premises and equipment thereon, NO WARRANTY, REPRESENTATION, OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, and that none shall be implied by law. Except as stated in this Agreement, Assignee acknowledges that Assignor has made no representations with respect to the Assigned Premises or equipment. Final determination of the suitability of the Assigned Premises or equipment for the purpose use contemplated by Assignee is the sole responsibility of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements Assignee, and representations Assignor shall have no responsibility in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any connection with such statement or representation to be false or misleading;suitability.

Warranties. 8.1 The Contractor Company warrants, represents undertakes and undertakes for the duration of the Contract Period agrees that: (a) it has full capacity power and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into this Agreement and perform to give effect to its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractorterms; (b) except for the underlying works identified under Clause 7.2 and for those Acquired Property created after the date of this Agreement, immediately prior to the signing of this Agreement, the Company legally and beneficially owns the Acquired Property, and has the right to assign to RTHK the Acquired Property on the terms set out in Clause 7.1; (c) unless they already exist as at the Commencement Datedate of this Agreement, all information contained Acquired Property and the Characters consist of original works created, developed or made by the Production Team for RTHK during the course of or in connection with this Agreement; (d) after the Tender remains truevesting and assignment under Clause 7.1, accurate all of the Acquired Property is and not misleadingwill be owned by RTHK free from all rights, save as may have been specifically disclosed in writing interests, encumbrances of whatsoever nature whether belonging to the Authority prior Company or any other person; (e) in respect of the underlying works mentioned in Clause 7.2, the Company has a valid and continuing licence under which it is entitled to execution use the same to the extent necessary or desirable for performing its obligations and duties under this Agreement or for producing the Programme, the Delivery Materials and other underlying works in accordance with the requirements of this ContractAgreement, and it has separately procured all necessary licenses, clearances and consents in favour of RTHK and each of its authorized users, assigns and successors-in-title on the terms set out in Clause 7.3; c(f) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; d) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up respect of the Contractor or for its dissolution or for Characters, the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has Company legally and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to beneficially owns the Intellectual Property Rights subsisting in all materials used the same, and has the right to grant in favour of RTHK and each of its authorized users, assigns and successors-in-title the licence in respect of the same on the terms set out in Clause 7.4; (g) there are no claims, actions or proceedings (pending or threatened) which may adversely affect the rights of RTHK under this Agreement; (h) the provision of any services by the Contractor for Company or the purpose otherwise performance of providing this Agreement by the Services and/or delivered to Company does not and will not infringe the Authority; h) NOT USED; Intellectual Property Rights of any person; (i) as at the Commencement Date all statements exercise by RTHK, its authorized users, assigns and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority successors-in-title of any factof the rights granted under this Agreement will not infringe any Intellectual Property Rights of any person; (j) none of the Acquired Property and the Licensed Property contains any material which is obscene, matter libelous or circumstance defamatory. (k) the Company shall seek RTHK’s prior written approval before the submission of which it may become aware which would render the Programme or any versions of the Programme to any television festivals or film festivals or otherwise public viewing for any purposes whatsoever; the Company shall bear all costs related to such statement submission and should the Programme or representation any versions of the Programme be awarded any prize money, testimonials or trophies, the Company shall hand over all such prize money, testimonials or trophies to RTHK immediately; and (l) the members of the Production Team as listed in paragraph 9 of Schedule I shall be false or misleading;the people who will carry out the production of the Programme save for any replacement from time to time approved by RTHK.

Warranties. 8.1 (a) The Contractor warrants, represents Seller makes the following representations and undertakes for warranties to the duration of the Contract Period thatEscrow Agent: a(i) it The Seller has full capacity power and authority to execute and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into deliver this Agreement and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractor; b) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of this Contract; c) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations hereunder. (ii) This Agreement has been executed by the Seller and is enforceable against the Seller in accordance with its terms. (iii) The execution, delivery, and performance by the Seller of this Agreement will not violate, conflict with, or cause a default under any agreement to which the Contract;Seller is a party or any applicable law or regulation, any court order or administrative ruling or degree by which the Seller is bound. d(iv) it is not subject No party other than the parties hereto have, or shall have, any lien, claim or security interest in the Collateral or any part thereof. (v) All of the representations and warranties of the Seller contained herein are true and complete as of the date hereof and will be true and complete at the time of any delivery of the Collateral by the Escrow Agent. (b) Each Buyer makes the following representations and warranties to any contractual obligation, compliance with which is likely the Escrow Agent: (i) Such Buyer has full power and authority to have a material adverse effect on its ability execute and deliver this Agreement and to perform its obligations hereunder. (ii) This Agreement has been executed by such Buyer and is enforceable against such Buyer in accordance with its terms. (iii) The execution, delivery, and performance by such Buyer of this Agreement will not violate, conflict with, or cause a default under any agreement to which such Buyer is a party or any applicable law or regulation, any court order or administrative ruling or degree by which such Buyer is bound. (iv) No party other than the Contract;parties hereto have, or shall have, any lien, claim or security interest in the Collateral or any part thereof. e(v) no proceedings or other steps have Price has been taken duly appointed to act as the representative of the Buyers hereunder (the “Buyer's Representative”) and not discharged (norhas full power and authority to execute, deliver any joint written direction to the Escrow Agent on behalf of the Buyers, to amend, modify, or waive any provision of this Agreement and to take any and all other actions as the best of its knowledgeBuyer's Representative under this Agreement, are threatenedall without further consent or direction form, or notice to, the Buyers or any other party. (vi) for the winding up All of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any representations and warranties of the Contractor‟s assets or revenue; f) it has Buyers contained herein are true and complete as of the date hereof and will continue to hold all necessary (if any) regulatory approvals from be true and complete at the Regulatory Bodies necessary to perform time of any delivery of the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used Collateral by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;Escrow Agent.

Warranties. 8.1 The Contractor Company warrants, represents undertakes and undertakes for the duration of the Contract Period agrees that: (a) it has full capacity power and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into this Agreement and perform to give effect to its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractorterms; (b) except for the underlying works identified under Clause 7.2 and for those Acquired Property created after the date of this Agreement, immediately prior to the signing of this Agreement, the Company legally and beneficially owns the Acquired Property, and has the right to assign to RTHK the Acquired Property on the terms set out in Clause 7.1; (c) unless they already exist as at the Commencement Datedate of this Agreement, all information contained Acquired Property and the Characters consist of original works created, developed or made by the Production Team for RTHK during the course of or in connection with this Agreement; (d) after the Tender remains truevesting and assignment under Clause 7.1, accurate all of the Acquired Property is and not misleadingwill be owned by RTHK free from all rights, save as may have been specifically disclosed in writing interests, encumbrances of whatsoever nature whether belonging to the Authority prior Company or any other person; (e) in respect of the underlying works mentioned in Clause 7.2, the Company has a valid and continuing licence under which it is entitled to execution use the same to the extent necessary or desirable for performing its obligations and duties under this Agreement or for producing the Programme, the Delivery Materials and other underlying works in accordance with the requirements of this ContractAgreement, and it has separately procured all necessary licenses, clearances and consents in favour of RTHK and each of its authorized users, assigns and successors-in-title on the terms set out in Clause 7.3; c(f) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; d) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up respect of the Contractor or for its dissolution or for Characters, the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has Company legally and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to beneficially owns the Intellectual Property Rights subsisting in all materials used the same, and has the right to grant in favour of RTHK and each of its authorized users, assigns and successors-in-title the licence in respect of the same on the terms set out in Clause 7.4; (g) there are no claims, actions or proceedings (pending or threatened) which may adversely affect the rights of RTHK under this Agreement; (h) the provision of any services by the Contractor for Company or the purpose otherwise performance of providing this Agreement by the Services and/or delivered to Company does not and will not infringe the Authority; h) NOT USED; Intellectual Property Rights of any person; (i) as at the Commencement Date all statements exercise by RTHK, its authorized users, assigns and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority successors-in-title of any factof the rights granted under this Agreement will not infringe any Intellectual Property Rights of any person; (j) none of the Acquired Property and the Licensed Property contains any material which is obscene, matter libelous or circumstance defamatory. (k) the Company shall seek RTHK’s prior written approval before the submission of which it may become aware which would render the Programme or any versions of the Programme to any television festivals or film festivals or otherwise public viewing for any purposes whatsoever; the Company shall bear all costs related to such statement submission and should the Programme or representation any versions of the Programme be awarded any prize money, testimonials or trophies, the Company shall hand over all such prize money, testimonials or trophies to RTHK immediately; and (l) the members of the Production Team as listed in paragraph 8 of Schedule I shall be false or misleading;the people who will carry out the production of the Programme save for any replacement from time to time approved by RTHK.

Warranties. 8.1 (a) The Contractor warrants, Company represents and undertakes for the duration of the Contract Period warrants to Principal Underwriter that: a(i) it has full capacity Registration Statements on Form S-1 for each of the Contracts identified in Attachment A have been filed with the Commission in the form previously delivered to Principal Underwriter and authority that copies of any and all necessary consents amendments thereto will be forwarded to Principal Underwriter at the time that they are filed with Commission; (including where its procedures so requireii) The Registration Statement and any further amendments or supplements thereto will, when they become effective, conform in all material respects to the consent of its parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative requirements of the Contractor; b) as at Securities Act of 1933, and the Commencement Daterules and regulations of the Commission under such Acts, all information contained in and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Tender remains true, accurate and statements therein not misleading; provided, save as may have been specifically disclosed however, that this representation and warranty shall not apply to any statement or omission made in reliance upon and in conformity with information furnished in writing to Company by Principal Underwriter expressly for use therein; (iii) The Company is validly existing as a stock life insurance company in good standing under the Authority prior laws of the State of New York, with power to execution own its properties and conduct its business as described in the Prospectus, and has been duly qualified for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business; (iv) Those persons who offer and sell the Contracts are to be appropriately licensed or appointed to comply with the state insurance laws; (v) The performance of this Contract; c) no claim Agreement and the consummation of the transactions contemplated by this Agreement will not result in a violation of any of the provisions of or default under any statute, indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which Company is being asserted and no litigationa party or by which Company is bound (including Company's Charter or By-laws as a stock life insurance company, arbitration or administrative proceeding is presently in progress orany order, to the best rule or regulation of its knowledge and belief, pending any court or threatened against it governmental agency or body having jurisdiction over Company or any of its assets properties); (vi) There is no consent, approval, authorization or order of any court or governmental agency or body required for the consummation by Company of the transactions contemplated by this Agreement, except such as may be required under the Securities Exchange Act of 1934 or state insurance or securities laws in connection with the distribution of the Contracts; and (vii) There are no material legal or governmental proceedings pending to which will Company is a party or might of which any property of Company is the subject (other than as set forth in the Prospectus relating to the Contracts, or litigation incident to the kind of business conducted by the Company) which, if determined adversely to Company, would individually or in the aggregate have a material adverse effect on its ability the financial position, surplus or operations of Company. (b) Principal Underwriter represents and warrants to perform its obligations Company that: (i) It is a broker-dealer duly registered with the Commission pursuant to the Securities Exchange Act of 1934, is a member in good standing of the NASD, and is in compliance with the securities laws in those states in which it conducts business as a broker-dealer; (ii) As a principal underwriter, it shall permit the offer and sale of Contracts to the public only by and through persons who are appropriately licensed under the Contractsecurities laws and who are appointed in writing by the Company to be authorized insurance agents; d(iii) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under The performance of this Agreement and the Contract; e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up consummation of the Contractor transactions herein contemplated will not result in a breach or for its dissolution or for the appointment violation of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets terms or revenue;provisions of or constitute a default under any statute, indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which Principal Underwriter is a party or by which Principal Underwriter is bound (including the Certificate of Incorporation or By-laws of Principal Underwriter or any order, rule or regulation of any court or governmental agency or body having jurisdiction over either Principal Underwriter or its property); and f(iv) it has To the extent that any statements made in the Registration Statement, or any amendment or supplement thereto, are made in reliance upon and in conformity with written information furnished to Company by Principal Underwriter expressly for use therein, such statements will, when they become effective or are filed with the Commission, as the case may be, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder, and will continue not contain any untrue statement of a material fact or omit to hold all necessary (if any) regulatory approvals from the Regulatory Bodies state any material fact required to be stated therein or necessary to perform make the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or therein not misleading;.

Warranties. 8.1 The Contractor warrants(1) With respect to each Approved Wholesale Account which the Cooperative offers to sell under this Article IV, represents and undertakes for the duration of the Contract Period Cooperative warrants to Statesman that: (a) it It has full capacity good title to such Wholesale Account, there is no restriction on its sale and authority transfer and all necessary consents the sale and transfer thereof is otherwise rightful; (including where b) Such Wholesale Account is a binding obligation arising from the sale of merchandise or the provision of a service by the Cooperative in the ordinary course of business, as described in the invoice relating to such transaction, to a person or entity specified therein as the obligor, arises out of legally sufficient consideration, and constitutes the valid and legally binding obligation of such obligor enforceable in accordance with its procedures so requireterms; (c) No invoice has been materially altered; (d) The obligor on such Wholesale Account has no defense, set off or counterclaim against the consent of its parent companyCooperative which is good against it; (e) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative The conduct of the ContractorCooperative in making the sale or sales out of which such Wholesale Account arose was in all material respects in compliance with all applicable laws and was not induced by fraud, false or misleading representations or any other manner of unfair or deceptive trade practices or other unlawful conduct; b(f) as at All credit information concerning the Commencement Dateobligor on such Wholesale Account was obtained and recorded in strict compliance with all applicable state and federal laws, all and the Cooperative has no reason to believe that any such information contained is false, misleading or incomplete in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of this Contractany respect; c(g) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, All current credit information with respect to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability such obligor has been accurately reported to perform its obligations under the ContractStatesman; d(h) it The terms and conditions of the agreement between the Cooperative and the obligor with respect to such Wholesale Account, including the Repayment Terms, are not materially different from those approved by Statesman for such obligor, and the Cooperative has not amended or waived or agreed to amend or waive any such term or condition or taken any other action which might result in any constructive or implied waiver or modification thereof; (i) The Cooperative has no knowledge of any insolvency proceeding involving the obligor on such Wholesale Account; and (j) Such Wholesale Account is not subject to any contractual obligationclaim, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings lien, security interest, charge or other steps have been taken encumbrance in favor of any one other than the Cooperative and Statesman, and the Cooperative has not discharged (nor, to the best of its knowledge, are threatened) offered such Wholesale Account for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation sale to any of the Contractor‟s assets or revenue;purchaser other than Statesman. f(2) The Cooperative further represents and warrants that it has is and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as shall be solvent at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best time of its knowledge, information and belief, true and accurate and that it will advise the Authority each sale of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;Wholesale Accounts.

Warranties. 8.1 9.1 The Contractor warrants, represents and undertakes for Provider warrants to the duration of the Contract Period Client that: a) it the Provider has full capacity the legal right and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into the Agreement and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractor; b) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of this Contract; c) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the ContractAgreement; b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under the Agreement; c) the Platform will incorporate security features reflecting the requirements of good industry practice: and d) it that the Hosted Services, when used by the Client in accordance with the Agreement, will not breach any laws, statutes or regulations applicable under the English law and will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law. 9.2 The Client acknowledges that: a) use of the Hosted Services is at the Client’s sole risk, that the Provider cannot and does not warrant that the service will meet all requirements of the Client, or that the operation of the Hosted Services will be uninterrupted or error- free. b) the Hosted Services and anything related thereto are provided "as is" and "as available", with all faults and without warranty of any kind, and Provider hereby expressly disclaims all warranties and conditions with respect to the Hosted Services and anything related thereto, either express, implied or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, fitness for a particular purpose, accuracy, quiet enjoyment, and of non-infringement of third party rights. No oral or written information or advice given by the Provider or its Affiliate shall mean or intend to create a warranty, express or implied. c) complex software is never wholly free from defects, errors, bugs etc. nor entirely free from security vulnerabilities; and subject to the other provisions of the Agreement, the Provider gives no warranty or representation that the Hosted Services will be entirely secure or that the Hosted Services will be wholly free from defects, errors and/or bugs or that such defects shall be corrected promptly by the Provider. d) the Hosted Services are designed to be compatible only with that software and those systems specified as compatible in the Hosted Services Specification; and the Provider does not warrant or represent that the Hosted Services will be compatible with any contractual obligation, compliance with which is likely other software or systems. e) the Provider may not be able to have a material adverse effect on its ability ensure exactly 100% accuracy in results or go by the sharp 30-second verification time; these figures may vary slightly as the verification process can be delayed owing to heavy website traffic or the clarity of the verification document. 9.3 The Client warrants to the Provider that it has the legal right and authority to enter into the Agreement and to perform its obligations under the Contract;Agreement. e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up 9.4 All of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements parties' warranties and representations in respect of the Contractor's Response to subject matter of the Invitation to Tender Agreement are to expressly set out in the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;Agreement.

Warranties. 8.1 The Contractor warrants, represents Assignor hereby warrants and undertakes covenants that (i) except for the duration rights and interests of the Contract Period that: a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations Airport Lessor under the Contract Lease, Assignor is now the sole owner of all rights and that the Contract is executed by a duly authorised representative of the Contractor; b) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of this Contract; c) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; d) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights interests in and to the Intellectual Property Rights Assigned Premises, (ii) the Lease[, as it relates to the Assigned Premises,] is in full force and effect, (iii) Assignor has complied with all materials used terms and provisions of the Lease [as it relates to the Assigned Premises] and same is not currently in default and Assignor knows of no condition which with the passage of time or giving of notice might constitute a default under the Lease by any party, and (iv) the Contractor Assigned Premises and the Lease [, insofar as it relates to the Assigned Premises,] are free from all liens and encumbrances. A copy of the Lease (and all amendments thereto) are attached as Annex 2. Subject to the foregoing, Assignee accepts the Assigned Premises and equipment thereon “AS IS” and acknowledges that there is, with respect to the Assigned Premises and equipment thereon, NO WARRANTY, REPRESENTATION, OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, and that none shall be implied by law. Except as stated in this Agreement, Assignee acknowledges that Assignor has made no representations with respect to the Assigned Premises or equipment. Final determination of the suitability of the Assigned Premises or equipment for the purpose use contemplated by Assignee is the sole responsibility of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements Assignee, and representations Assignor shall have no responsibility in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any connection with such statement or representation to be false or misleading;suitability.

Warranties. 8.1 (a) The Contractor warrants, Company represents and undertakes for the duration of the Contract Period warrants to Principal Underwriter that: a(i) it has full capacity Registration Statements (on Form N-4 and authority S-1) for each of the Contracts identified in Attachment A have been filed with the Commission in the form previously delivered to Principal Underwriter and that copies of any and all amendments thereto will be forwarded to Principal Underwriter at the time that they are filed with Commission; (ii) The Registration Statements and any further amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, and the rules and regulations of the Commission under such Acts, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary consents to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statement or omission made in reliance upon and in conformity with information furnished in writing to Company by Principal Underwriter expressly for use therein; (including where its procedures so require, the consent of its parent companyiii) to enter into and perform its obligations The Company is validly existing as a stock life insurance company in good standing under the Contract and that the Contract is executed by a duly authorised representative laws of the ContractorState of Illinois, with power to own its properties and conduct its business as described in the Prospectus, and has been duly qualified for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business; b(iv) The Contracts to be issued by the Company and through the Separate Account and offered for sale by Principal Underwriter on behalf of the Company hereunder have been duly and validly authorized and, when issued and delivered with payment therefore as at provided herein, will be duly and validly issued and will conform to the Commencement Date, all information description of such Contracts contained in the Tender remains true, accurate Prospectuses relating thereto; (v) Those persons who offer and not misleading, save as may have been specifically disclosed in writing sell the Contracts are to be appropriately licensed or appointed to comply with the Authority prior to execution state insurance laws; (vi) The performance of this Contract; c) no claim Agreement and the consummation of the transactions contemplated by this Agreement will not result in a violation of any of the provisions of or default under any statute, indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which Company is being asserted and no litigationa party or by which Company is bound (including Company's Charter or By-laws as a stock life insurance company, arbitration or administrative proceeding is presently in progress orany order, to the best rule or regulation of its knowledge and belief, pending any court or threatened against it governmental agency or body having jurisdiction over Company or any of its assets properties); (vii) There is no consent, approval, authorization or order of any court or governmental agency or body required for the consummation by Company of the transactions contemplated by this Agreement, except such as may be required under the Securities Exchange Act of 1934 or state insurance or securities laws in connection with the distribution of the Contracts; and (viii) There are no material legal or governmental proceedings pending to which will Company or might the Separate Account is a party or of which any property of Company or the Separate Account is the subject (other than as set forth in the Prospectus relating to the Contracts, or litigation incidental to the kind of business conducted by the Company) which, if determined adversely to Company, would individually or in the aggregate have a material adverse effect on its ability the financial position, surplus or operations of Company. (b) Principal Underwriter represents and warrants to perform its obligations Company that: (i) It is a broker-dealer duly registered with the Commission pursuant to the Securities Exchange Act of 1934, is a member in good standing of the NASD, and is in compliance with the securities laws in those states in which it conducts business as a broker-dealer; (ii) As a principal underwriter, it shall permit the offer and sale of Contracts to the public only by and through persons who are appropriately licensed under the Contractsecurities laws and who are appointed in writing by the Company to be authorized insurance agents unless such persons are exempt from licensing and appointment requirements; d(iii) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under The performance of this Agreement and the Contract; e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up consummation of the Contractor transactions herein contemplated will not result in a breach or for its dissolution or for the appointment violation of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets terms or revenue;provisions of or constitute a default under any statute, indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which Principal Underwriter is a party or by which Principal Underwriter is bound (including the Certificate of Incorporation or By-laws of Principal Underwriter or any order, rule or regulation of any court or governmental agency or body having jurisdiction over either Principal Underwriter or its property); and f(iv) it has To the extent that any statements made in the Registration Statements, or any amendments or supplements thereto, are made in reliance upon and in conformity with written information furnished to Company by Principal Underwriter expressly for use therein, such statements will, when they become effective or are filed with the Commission, as the case may be, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder, and will continue not contain any untrue statement of a material fact or omit to hold all necessary (if any) regulatory approvals from the Regulatory Bodies state any material fact required to be stated therein or necessary to perform make the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or therein not misleading;.

Warranties. 8.1 9.1 The Contractor warrants, represents and undertakes for the duration of the Contract Period Client warrants that: a) it has the full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Contract this agreement and that the Contract this agreement is executed by a duly authorised representative of the ContractorClient; b) it has the authority to grant any rights to be granted to the Supplier under this agreement, including the right to provide the Software and Hardware to the Supplier as at indicated in this agreement and for the Commencement Date, all information contained same to be used in the Tender remains true, accurate provision of the Managed Services and not misleading, save as may have been specifically disclosed otherwise in writing to the Authority prior to execution of connection with this Contractagreement; c) no claim is being asserted it will comply with and no litigationuse the Managed Services in accordance with the terms of this agreement and all applicable laws, arbitration and shall not do any act that shall infringe the rights of any third party including the publishing or administrative proceeding is presently in progress or, transmission of any materials contrary to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contractrelevant laws; d) it is not subject owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to license to the Supplier, any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform materials reasonably necessary for the fulfilment of all its obligations under this agreement, including any third-party licences and consents in respect of any Client Software; and e) the ContractSupplier's use in the provision of the Managed Services or otherwise in connection with this agreement of any third-party materials, including any Hardware or Software supplied by the Client to the Supplier for use in the provision of the Managed Services or otherwise in connection with this agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party. 9.2 The Supplier warrants and represents that: a) it has the full capacity and authority to enter into and perform this agreement and that this agreement is executed by a duly authorised representative of the Supplier; b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this agreement including for the Client's use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached; c) it will comply with all applicable laws in performing its obligations under this agreement; d) the Client's use of any third-party materials, including any materials supplied by the Supplier to the Client, shall not cause the Client to infringe the rights, including any Intellectual Property Rights, of any third party; e) no proceedings any software, system or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up telecommunications provided by or on behalf of the Contractor Supplier will be tested for Viruses and any identified Viruses deleted in accordance with Good Industry Practice before the date of delivery or for its dissolution use of such software, systems or for telecommunications by the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue;Supplier; and f) it has all personnel and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials sub-contractors used by the Contractor Supplier in the performance of this agreement are adequately skilled and experienced for the purpose of providing the Services and/or delivered activities they are required to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;perform.

Warranties. 8.1 The Contractor warrantsYou make the following representations and warranties and agree to indemnify and hold us, represents and undertakes for each Fund, harmless against every loss, cost, damage or expense (including reasonable attorney's fees and expenses) incurred by us as a result of your breach of such representations and warranties: (a) You are either (i) registered as a broker-dealer under the duration 1934 Act, and are licensed and qualified as a broker-dealer or otherwise authorized to offer and sell Shares under the laws of the Contract Period that:jurisdictions in which the Shares will be offered and sold by you or (ii) you are a Bank; a(b) it has full capacity If you are registered as a broker-dealer under the 1934 Act, you are a member in good standing with the NASD and authority agree to maintain such membership in good standing; (c) In selling Shares you will comply with all applicable laws, rules and all necessary consents (regulations, including where its procedures so requirethe applicable provisions of the Securities Act of 1933, as amended, the consent 1934 Act, and the 1940 Act, the applicable rules and regulations of its parent companythe NASD, any applicable banking laws, rules and regulations, and the applicable rules and regulations of the jurisdictions in which you sell any Shares directly or indirectly; (d) You will offer to enter into and perform its obligations sell Shares only to purchasers meeting the applicable eligibility requirements set forth in the Prospectus; (e) You agree not to offer for sale or sell Shares in any jurisdictions in which Shares are not qualified for sale or in which you are not qualified under the Contract laws, rules and regulations of the jurisdiction to sell the Shares. We will inform you as to the states in which shares of the Funds have been qualified for sale under, or are exempt from the requirements of, applicable state securities laws; (f) If you are a Bank, you are not in violation of any banking law, rule or regulations as to which you are subject and that the Contract is executed transactions contemplated by this Agreement will not result in any violations of any banking law, rule or regulation; and (g) If you are a duly authorised representative Bank, you will not make shares of the Contractor; b) as at the Commencement Dateany Fund available to your customers, including your fiduciary customers, or accept any fees or compensation hereunder except in compliance with all information contained in the Tender remains truefederal and state laws, accurate rules and not misleadingregulations of regulatory agencies or authorities applicable to you, save as may have been specifically disclosed in writing to the Authority prior to execution of this Contract; c) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets your affiliates engaging in such activity, including without limitation ERISA and regulated rules, regulations and interpretations, which will or might have a material adverse effect on its ability to perform its obligations under the Contract; d) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;affect your business practices.

Warranties. 8.1 The Contractor warrants, (a) Each party represents and undertakes for warrants to the duration of the Contract Period other party that: a1) it has the full capacity corporate right, power and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into this Agreement and to perform the acts required of it hereunder; its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractor; b) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of this Contract; c) no claim is being asserted Agreement and no litigation, arbitration or administrative proceeding is presently in progress or, to the best performance of its knowledge obligations hereunder, do not and beliefwill not violate, pending breach, or threatened against result in a default of any contract, lease, or other agreement to which it is a party or by which it is bound, any of its assets which will violations, breaches, or might have a material adverse effect on its ability to perform its obligations under the Contract; d) it is not subject to any contractual obligation, compliance with which is likely defaults could reasonably be expected to have a material adverse effect on its the ability of such party to perform its obligations under the Contracthereunder; e2) no proceedings its execution of this Agreement and performance of its obligations hereunder, do not and will not violate or conflict with the articles of incorporation or by-laws (or other steps have been taken governing instruments) of such party; 3) when executed and not discharged delivered, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms; and 4) it will comply with all then-current applicable laws, rules, and regulations in connection with the exercise of their rights and obligations under this Agreement (norincluding, without limitation, any related to individual privacy). (b) In addition to the foregoing, InfoSpace represents and warrants that, to the best of its knowledge, there are no actions, suits, or proceedings, pending or threatened) for the winding up of the Contractor or for , which will have a material adverse effect on InfoSpace’s ability to fulfill its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract;Agreement. g(c) InfoSpace warrants to Cingular that the Services will be free from material defects in design, material and workmanship. (d) InfoSpace also warrants to Cingular that the Services provided hereunder will be performed in a professional manner, in material compliance with the specifications in Exhibit A, and with the care, skill, and diligence, and in accordance with the applicable standards, currently recognized in InfoSpace’s profession or industry. (e) InfoSpace also warrants to Cingular that the Services performed by any of its representatives, including any subcontractor, will be performed in a professional manner, in material compliance with the specifications in Exhibit A, and with the care, skill and diligence, and in accordance with the applicable standards, currently recognized in InfoSpace’s profession or industry. InfoSpace shall be responsible for the work done by its subcontractors, and such work shall be done in compliance with the applicable provisions of this Agreement, including any applicable Work Order, Purchase Order or Exhibit. (f) InfoSpace also warrants that the Technology it shall utilize has year 2000 capability. Year 2000 capability means that the Technology utilized by InfoSpace will: (i) Read, compute, store, process, display and print data involving dates, including single century and multi-century formulas, and will continue not cause computational, display, storage or other errors resulting from the liability to have all necessary rights in accurately or correctly handle dates, including, but not limited to, year 2000 and to February 29, 2000; and (ii) Include the Intellectual Property Rights indication of century in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements date-related user interface functionality, data fields, and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;generated code.

Warranties. 8.1 The Contractor warrantsTHE SERVICE PROVIDER - shall provide all services in a workmanlike, represents professional and undertakes proper manner and shall comply with all applicable regulations, laws and best industry practices. THE PARTIES undertake to individually as well as an organization together to hold any necessary approvals, certificates or licenses for performing the duration services/business, including any necessary approval or license for conducting international projects, if part of the Contract Period that: a) it has full capacity services/business. THE PARTY OF THE FIRST PART AND SECOND PART shall employ and authority maintain sufficient, sufficiently qualified, trained, directed and all supervised staff necessary consents (including where its procedures so requireto properly and safely perform the services/projects/assignments/business in compliance with this agreement. THE PARTIES hereto hereby undertake to comply with, provide the consent of its parent company) services and conduct themselves, subject to enter into and perform its obligations under in strict accordance with the Contract terms and that the Contract is executed by a duly authorised representative of the Contractor; b) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution conditions of this Contract; c) no claim is being asserted and no litigationAgreement, arbitration including any exhibits or administrative proceeding is presently in progress or, to schedules attached hereto. In the best event of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; d) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to conflict between any of the Contractor‟s assets exhibits, schedules or revenue; fancillary documents and this agreement, the terms of this agreement shall prevail, and in turn in case of any conflict between the present Memorandum of Understanding and the MOA and AOA of the SERVICE PROVIDER (latter shall act as the Parent Agreement to which the present agreement/MOU shall be deemed to be subsidiary) it has and shall prevail. THE PARTIES hereto will continue to comply with all applicable laws, including labor laws and other applicable commercial laws and regulations, in the performance of this Agreement. THE PARTY OF THE SECOND PART shall, keep sufficiently saved, indemnify and hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has harmless, THE PARTY OF THE FIRST PART, its affiliates and will continue to have all necessary rights in their respective officers and to the Intellectual Property Rights in all materials used employees harmless against any loss, damage/s, cost or expense arising out of any claim, dispute or litigation by third parties or by the Contractor for said PARTY OF THE SECOND PART or its affiliates, or their respective employees, officers, agents or contractor, alleging or involving, directly or indirectly, the purpose breach by the said PARTY OF THE SECOND PART of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of this Agreement, or its knowledge, information and belief, true and accurate and that it will advise the Authority violation of any factapplicable laws or regulations, matter whether such claim, dispute or circumstance of which it may become aware which would render any such statement litigation involves property damages or representation to be false loss, personal injury, economic loss or misleading;damage or otherwise.

Warranties. 8.1 The Contractor warrants, represents and undertakes for the duration of the Contract Period that: a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractor; b) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of this Contract; c) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; d) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s Contractor’s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; . i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender Authority’s project document and supporting Activity Based Budget are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;; j) NOT USED.

Warranties. 8.1 The Contractor warrants, represents 16.1 You warrant and undertakes for the duration of the Contract Period agree that: (a) it has full capacity there are no legal restrictions preventing you from entering into this Agreement; (b) you are not and authority have not been the subject of an Insolvency Event; (c) you will cooperate with us and provide us with all assistance, resources, data, people, information, facilities, access and documentation that is reasonably necessary consents to enable us to perform the Services and as otherwise requested by us, from time to time, and in a timely manner; (including where its procedures so required) all information and documentation that you provide to us in connection with this Agreement is true, the consent of its parent company) to enter into correct and perform its obligations under the Contract complete and that we will rely on such information and documentation in order to provide the Contract is executed by a duly authorised representative of the ContractorServices; b) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of this Contract; c) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; d) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; (e) no proceedings you have not relied on any representations or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer warranties made by us in relation to any the Services (including as to whether the Services are or will be fit or suitable for your particular purposes), unless expressly stipulated in this Agreement; (f) you will inform us if you have reasonable concerns relating to our provision of the Contractor‟s assets or revenueServices under this Agreement, with the aim that the Parties will use all reasonable efforts to resolve your concerns; f(g) it has you are responsible for obtaining, and providing to us in a timely manner, any consents, licences, authorities and permissions from third parties necessary for the Services to be provided in accordance with this Agreement, at your cost; (h) the Services are provided to you solely for your benefit and you will not (or you will not attempt to) disclose, or provide access to, our Services to third parties without prior written consent; (i) you will be responsible for the use of any part of the Services, and you must ensure that no person uses any part of the Services to break any Law or infringe any person’s rights (including Intellectual Property Rights) or in any way that damages, interferes with or interrupts the supply of the Services; (j) you have reviewed this Agreement, including our Privacy Policy, and you understand them and will continue use the Services in accordance with them; (k) you have the authority to hold act on behalf of any person or entity for whom you are using the Services and you are deemed to have agreed to this Agreement on behalf of any entity for whom you use the Services; and (l) you have all necessary (if any) regulatory approvals from the Regulatory Bodies hardware, software and services which are necessary to perform access and use the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to Services, including any required operating systems as set out on the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;Site.

Warranties. 8.1 The Contractor warrants, (a) AGL represents and undertakes for the duration of the Contract Period warrants to Distributor that: a(i) it To the extent required by law, registration statements for each of the Contracts (“Registration Statements”) have been filed with the Commission or appropriate private placement memorandum or other offering document has full capacity been drafted; (ii) Registration Statements and authority and any further amendments or supplements thereto will, when they become effective, conform in all necessary consents (including material respects to the requirements of the 1933 Act and, where its procedures so requireapplicable, the consent 1940 Act, and the rules and regulations of its parent companythe Commission under such Acts; (iii) Registration Statements, private placement memorandum or other offering document and any further amendments or supplements thereto (“Offering Document”) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statement or omission made in reliance upon and in conformity with information furnished in writing to AGL by the Distributor expressly for use therein; (iv) AGL is validly existing as a stock life insurance company in good standing under the laws of the state of Texas, with the power (corporate or otherwise) to enter into own its properties and perform conduct its obligations business as described in the Offering Document, and has been duly qualified for the transaction of business and is in good standing under the Contract and that the Contract is executed by a duly authorised representative laws of the Contractoreach other jurisdiction, or conducts any business so as not to require such qualification; b(v) The Contracts offered for sale by the Distributor hereunder have been duly and validly authorized and, when issued and delivered against payment therefore as at provided herein, will be duly and validly issued and will conform to the Commencement Date, all information description of such Contracts contained in the Tender remains true, accurate Offering Documents relating thereto; (vi) Those persons who offer and not misleading, save sell the Contracts are to be appropriately licensed in a manner as may have been specifically disclosed in writing to comply with the Authority prior to execution state insurance laws; (vii) The performance of this Contract; c) no claim Agreement and the consummation of the transactions contemplated by this Agreement will not result in a breach or violation of any of the terms and provisions of, or constitute a default under any statute, any indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which AGL is being asserted and no litigationa party or by which AGL is bound, arbitration AGL’s Charter as a stock life insurance company or administrative proceeding is presently in progress orBy-laws, to the best or any order, rule or regulation of its knowledge and belief, pending any court or threatened against it governmental agency or body having jurisdiction over AGL or any of its assets property; and no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by AGL of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act, 1934 Act, 1940 Act or state insurance or securities laws in connection with the distribution of the Contracts by the Distributor; and (viii) There are no material legal or governmental proceedings pending to which will AGL or might the Separate Accounts is a party or of which any property of AGL or the Separate Accounts is the subject, other than as set forth in the Offering Document relating to the Contracts, and other than litigation incident to the kind of business conducted by AGL, if determined adversely to AGL, would individually or in the aggregate have a material adverse effect on its ability the financial position, surplus or operations of AGL. (b) The Distributor represents and warrants to perform its obligations under AGL that: (i) It is a broker-dealer duly registered with the ContractCommission pursuant to the 1934 Act and a member in good standing of FINRA, and is in compliance with the securities laws in those states in which it conducts business as a broker-dealer; d(ii) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under The performance of this Agreement and the Contract; e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up consummation of the Contractor transactions herein contemplated will not result in a breach or for its dissolution or for the appointment violation of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets terms or revenue;provisions of or constitute a default under any statute, any indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which the Distributor is a party or by which the Distributor is bound, the Certificate of Incorporation or By-laws of the Distributor, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Distributor or its property; and f(iii) it has To the extent that any statements or omissions made in the Offering Document are made in reliance upon and in conformity with written information furnished to AGL by the Distributor expressly for use therein, such Offering Documents will, when they become effective or are filed with the Commission, as the case may be, conform in all material respects to applicable requirements of the 1933 Act and the rules and regulations of the Commission thereunder and will continue not contain any untrue statement of a material fact or omit to hold all necessary (if any) regulatory approvals from the Regulatory Bodies state any material fact required to be stated therein or necessary to perform make the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or therein not misleading;.

Warranties. 8.1 3.1 The Contractor warrants, Authority represents and undertakes for the duration of the Contract Period warrants that: (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and to perform this Agreement; (b) this Agreement is executed by its duly authorised representative; (c) there are no actions, suits or proceedings or regulatory investigations before any court or administrative body or arbitration tribunal pending or, to its knowledge, threatened against it that might affect its ability to perform its obligations under this Agreement; and (d) its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or law). 3.2 The Supplier represents and warrants that: (a) it is validly incorporated, organised and subsisting in accordance with the Contract Laws of its place of incorporation; (b) it has full capacity and that the Contract authority to enter into and to perform this Agreement; (c) this Agreement is executed by a its duly authorised representative of the Contractorrepresentative; b(d) as at it has all necessary consents and regulatory approvals to enter into this Agreement; (e) it has notified the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed Authority in writing to the Authority prior to execution of this Contract; c) no claim is being asserted and no litigationany actions, arbitration suits or proceedings or regulatory investigations before any court or administrative proceeding is presently in progress body or arbitration tribunal pending or, to the best of its knowledge and beliefknowledge, pending or any threatened against it or any of its assets which will or Affiliates that might have a material adverse effect on affect its ability to perform its obligations under the Contractthis Agreement; d(f) its execution, delivery and performance of its obligations under this Agreement will not constitute a breach of any Law or obligation applicable to it and will not cause or result in a default under any agreement by which it is bound; (g) its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or law); (h) all written statements and representations in any written submissions made by the Supplier as part of the procurement process, including without limitation its response to the selection questionnaire and ITT (if applicable), its tender and any other documents submitted remain true and accurate except to the extent that such statements and representations have been superseded or varied by this Agreement or to the extent that the Supplier has otherwise disclosed to the Authority in writing prior to the date of this Agreement; (i) it has notified the Authority in writing of any Occasions of Tax Non- Compliance and any litigation in which it is involved that is in connection with any Occasion of Tax Non-Compliance; (j) it has all necessary rights in and to the Licensed Software, the Third Party IPRs, the Supplier Background IPRs and any other materials made available by the Supplier (and/or any Sub-contractor) to the Authority which are necessary for the performance of the Supplier’s obligations under this Agreement and/or the receipt of the Services by the Authority; (k) the Contract Inception Report is a true and accurate reflection of the Costs and Supplier Profit Margin forecast by the Supplier and the Supplier does not have any other internal financial model in relation to the Services inconsistent with the Financial Model; (l) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contractthis Agreement; e(m) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s Supplier’s assets or revenue;; and f(n) within the previous 12 months, no Financial Distress Events have occurred or are subsisting (or any events that would be deemed to be Financial Distress Events under this Agreement had this Agreement been in force) and there are currently no matters that it has is aware of that could cause a Financial Distress Event to occur or subsist. 3.3 The representations and will continue warranties set out in Clause 3.2 shall be deemed to hold all necessary be repeated by the Supplier on the Effective Date (if anylater than the date of signature of this Agreement) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and by reference to the Intellectual Property Rights facts then existing. 3.4 Each of the representations and warranties set out in all materials used Clauses 3.1 and 3.2 shall be construed as a separate representation and warranty and shall not be limited or restricted by reference to, or inference from, the terms of any other representation, warranty or any other undertaking in this Agreement. 3.5 If at any time a Party becomes aware that a representation or warranty given by it under Clause 3.1 or 3.2 has been breached, is untrue or is misleading, it shall immediately notify the other Party of the relevant occurrence in sufficient detail to enable the other Party to make an accurate assessment of the situation. 3.6 For the avoidance of doubt, the fact that any provision within this Agreement is expressed as a warranty shall not preclude any right of termination which the Authority may have in respect of breach of that provision by the Contractor for the purpose of providing the Services and/or delivered Supplier. 3.7 Except as expressly stated in this Agreement, all warranties and conditions whether express or implied by statute, common law or otherwise are hereby excluded to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;extent permitted by Law.

Warranties. 8.1 The Contractor warrantshereby represents, represents warrants and undertakes for agrees that at all times during the duration of the Contract Period that: Term: (a) it has full capacity Contractor has, and authority and all necessary consents (including where its procedures so requireany personnel providing Services have, the consent of its parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractor; b) as at the Commencement Dateor will have when required hereunder, all information contained licenses and permits required for it to provide the Services, and performance under this Agreement will not violate or be restricted in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing any material manner by any agreement to the Authority prior to execution of this Contract; c) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it which Contractor or any of its assets which will employees or might have a material adverse effect on subcontractors are bound, (b) it is currently active, in good standing and qualified in all applicable jurisdictions to conduct its business as it is presently conducted and of sufficient financial solvency to assure YHI of its ability to perform its obligations under this Agreement, (c) it will remain in compliance with all requirements applicable to its existence and activities, and it has the Contract; experience, personnel and financial resources to provide the Services according to the terms of this Agreement, (d) there are no claims, demands, investigations, lawsuits or other matters pending against Contractor, its employees, owners or others that could materially adversely impact Contractor’s ability to provide the Services, (e) the Services will be performed promptly in good faith, in a professional manner, and at a professional level of quality, according to good industry practices (as used in this Agreement, the relevant industry is well-run state-based health insurance exchanges), and in compliance with all laws, regulations, codes, ordinances, and other binding government requirements, including all requirements, guidance and policies of CMS, HHS and any other government agency, and federal law regarding health exchanges (“Laws”) and the terms of this Agreement and any other contract to which Contractor is a party related to this Agreement or to which YHI is a party and the relevant terms of which YHI has communicated to Contractor, (f) all Services when performed and any items delivered by Contractor, such as specifications, programs, code, notes, documentation, documents, designs, plans, information, or other items of any nature tangible or intangible (collectively, “Deliverables”) will, except as agreed to in writing by YHI in advance, be the original work of Contractor with no third party materials included in such Deliverable, and will for one hundred eighty (180) days after acceptance, or such other period agreed to by the parties in writing, have no defects and comply in all respects with all specifications, designs, drawings, plans, material lists, acceptance criteria and other requirements and documents included or described in this Agreement or otherwise agreed to by Contractor and YHI, and all Laws and good industry standards, (g) all Services will be provided solely by Contractor and any subcontractors approved by YHI in this Agreement or in writing (for clarity, indirect efforts supporting the individuals directly providing the Services are not subject to this requirement), and all Services will be performed in the United States and no YHI Confidential Information will be stored, or accessed, outside the United States, (h) regardless of whether Contractor will be reimbursed hereunder for any of such amounts, Contractor will timely pay and make proper filings relating to all taxes and other government charges due based on its provision of the Services, its payments to its employees and contractors, the conduct, revenue and profits of its business and otherwise, (i) Contractor will not act or fail to act in any way that results in a lien in favor of any party on any property of YHI, and if any such lien arises, it is will immediately take all actions necessary to remove such lien at no cost to YHI, (j) Contractor will promptly provide notice to YHI of any change in circumstances that may adversely impact the Services and of any claim made against Contractor or YHI, or any third party that may have an adverse impact on YHI or its activities, (k) upon delivery, except as provided otherwise herein, YHI will own all right, title and interest in and to each Deliverable free of any claims or encumbrances of any nature, (l) Services, including all Deliverables, and the use of each Deliverable as reasonably contemplated by YHI, will not infringe upon, misappropriate or violate the rights of any third party, including IP Rights, and any other rights arising at Law, in equity or otherwise, (m) Contractor will not violate any rights of YHI, including the IP Rights, the rights of YHI under Section 18 relating to YHI Confidential Information, and any other rights set forth in this Agreement or provided at Law, in equity or otherwise, (n) Deliverables have not been created with and do not contain or require for their operation any free or open source software except as agreed to in writing in advance by YHI, and in any event are not subject to any contractual obligationlicense terms requiring any Deliverable or other YHI software, compliance with which is likely data or other property to have a material adverse effect on its ability be made public or licensed to perform its obligations under any third party without the Contract; econsent of YHI, (o) no proceedings Deliverables or electronic communications from Contractor will contain any computer virus, worm, Trojan, timebomb, logic bomb, backdoor, exploit, keylogger, timer, infector, instruction, routine, rootkit, surveillance software, disabling code, or other steps have been taken and malware or malicious code intended to or that does cause the computers or systems of YHI or any third party to fail to act properly or to function in an unintended manner or permit access to such computers or systems by any person, computer or process not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used intended by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;YHI.

Warranties. 8.1 The Contractor warrants, (a) American National represents and undertakes for the duration of the Contract Period warrants to SM&R that: a(i) it has full capacity and authority Any and all necessary consents Registration Statements required for the Contracts or the Separate Account have been filed with the Commission in the form previously delivered to SM&R and that copies of any and all amendments thereto will be forwarded to SM&R at the time that they were filed with the Commission; (including where its procedures so requireii) The Registration Statements and any further amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933, the consent Investment Company Act of its parent company1940 and the rules and regulations of the Commission thereunder, and will not contain untrue statements of material facts or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; PROVIDED, HOWEVER, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to American National by SM&R expressly for use herein; (iii) to enter into and perform its obligations American National is validly existing as a stock life insurance company in good standing under the Contract and that the Contract is executed by a duly authorised representative laws of the ContractorState of Texas with corporate power to own its properties and conduct its business as described in the Prospectus, and has been duly qualified for the transaction of business and is in good standing under the laws of each other jurisdiction in which its owns or leases properties, or conducts any business, so as to require such qualification; b(iv) The Contracts to be issued by the Separate Account through SM&R hereunder have been duly and validly authorized and, when issued and delivered against payment therefor as at provided herein, will be duly and validly issued and will conform to the Commencement Date, all information description of such Contracts contained in the Tender remains true, accurate Prospectuses relating thereto; (v) Those persons who offer and not misleading, save sell the Contracts are appropriately licensed in a manner as may have been specifically disclosed in writing to comply with the Authority prior to execution state insurance laws; (vi) The performance of this Contract; c) no claim Agreement and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statutes, any indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which American National is being asserted and no litigationa party or by which American National is bound, arbitration American National's Charter as a stock life insurance company or administrative proceeding is presently in progress orBy-Laws, to the best or any order, rule or regulation of its knowledge and belief, pending any court or threatened against it governmental agency or body having jurisdiction over American National or any of its assets properties; and no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by American National of the transactions contemplated by this Agreement, except such as may be required under the Securities Exchange Act of 1934 or state insurance or securities laws in connection with the purchase and distribution of the Contracts by SM&R; and (vii) There are no material legal or governmental proceedings pending to which will American National or might the Separate Account is a party or of which any property of American National or the Separate Account is the subject, other than as set forth in the Prospectus relating to the Contracts, and other than litigation incident to the kind of business conducted by American National which, if determined adversely to American National, would individually or in the aggregate have a material adverse effect on its ability the financial position, surplus or operations of American National. (b) SM&R represents and warrants to perform its obligations under American National that: (i) It is a broker-dealer duly registered with the ContractCommission pursuant to the Securities Exchange Act of 1934 and a member in good standing of the National Association of Securities Dealers and is in compliance with the securities laws in those states in which it conducts business as a broker- dealer; d(ii) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations It shall permit the offer and sale of Contracts only by and through persons who are appropriately licensed under both the Contractsecurities laws and state insurance laws; e(iii) no proceedings or other steps have been taken The performance of this Agreement and not discharged (nor, to the best of its knowledge, are threatened) for the winding up consummation of the Contractor transactions herein contemplated will not result in a breach or for its dissolution or for the appointment violation of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets terms or revenueprovisions of or constitute a default under, any statute, any indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which SM&R is a party or by which SM&R is bound, the Certificate of Incorporation and By-Laws of SM&R, or any other rule or regulation of any court or governmental agency or body having jurisdiction over SM&R or its property; f(iv) it No offering, sale or other disposition of any Contracts will be made until SM&R is notified by American National that the subject Registration Statement has been declared effective and that the Contracts have been released for sale by American National; and such offering, sale or other disposition shall be limited to those jurisdictions that have approved or otherwise permit the offer and sale of the Contracts by American National. (v) To the extent that any statements or omissions made in the Registration Statements with respect to the Contracts, or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to American National by SM&R expressly for use therein, such Registration Statements and any amendments or supplements thereto will, when they become effective or are filed with the Commission, as the case may be, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder and will continue not contain any untrue statement of a material fact or omit to hold all necessary (if any) regulatory approvals from the Regulatory Bodies state any material fact required to be stated therein or necessary to perform make the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or therein not misleading;.

Warranties. 8.1 The Contractor warrants, (a) Each party represents and undertakes for warrants to the duration of the Contract Period other party that: a1) it It has the full capacity corporate right, power and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into this Agreement and to perform the acts required of it hereunder; its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractor; b) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of this Contract; c) no claim is being asserted Agreement and no litigation, arbitration or administrative proceeding is presently in progress or, to the best performance of its knowledge obligations hereunder, do not and beliefwill not violate, pending breach, or threatened against result in a default of any contract, lease, or other agreement to which it is a party or by which it is bound, any of its assets which will violations, breaches, or might have a material adverse effect on its ability to perform its obligations under the Contract; d) it is not subject to any contractual obligation, compliance with which is likely defaults could reasonably be expected to have a material adverse effect on its the ability of such party to perform its obligations under the Contracthereunder; e2) no proceedings Its execution of this Agreement and performance of its obligations hereunder, do not and will not conflict with the articles of incorporation or by-laws (or other steps have been taken governing instruments) of such party; 3) When executed and delivered, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms; and 4) it will comply with all then-current applicable laws, rules, and regulations in connection with the exercise of its rights and obligations under this Agreement (including, without limitation, any related to individual privacy). (b) InfoSpace represents and warrants to Cingular that: 1) The InfoSpace Software does not discharged (norinfringe, or otherwise violate or misappropriate any copyright, patent, trade secret, or other propriety right(s) held by any third party; 2) Provided that the InfoSpace Software is operated by or on behalf of Cingular in accordance with the SES, the InfoSpace Software will perform substantially as described in the applicable Documentation; 3) The InfoSpace Software does not include or contain any timer, clock, counter, or other routine or design which causes the InfoSpace Software to be erased, or to become inoperable or otherwise incapable of being used in the best of full manner for which it was designed and licensed; 4) To its knowledge, there are no actions, suits, or proceedings, pending or threatened) for the winding up of the Contractor or for , which will have a material adverse effect on InfoSpace’s ability to fulfill its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this ContractAgreement; g5) it Any services provided hereunder by InfoSpace will be performed in a professional manner, and with the care, skill and diligence, and in accordance with the applicable standards, currently recognized in InfoSpace’s profession or industry; and 6) The InfoSpace Software has year 2000 capability. Year 2000 capability means that the InfoSpace Software will: (i) Read, compute, store, process, display and print data involving dates, including single century and multi-century formulas, and will continue not cause computational, display, storage or other errors resulting from the liability to have all necessary rights in accurately or correctly handle dates, including, but not limited to, year 2000 and to February 29, 2000; and (ii) Include the Intellectual Property Rights indication of century in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements date-related user interface functionality, data fields, and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;generated code.

Warranties. 8.1 7.1 The Contractor warrants, represents and undertakes for Vendor warrants to the duration Purchaser in the terms of the Contract Period thatVendor Warranties as at the date of this Agreement, subject to: (a) it has full capacity any matter fairly disclosed in the Disclosure Letter (or treated by the Disclosure Letter as being disclosed) or in any document annexed to the Disclosure Letter; (b) the restrictions of scope set out in clause 7.3; and (c) the limitations and authority qualifications set out in clause 8. 7.2 Each of the Vendor Warranties is a separate and all necessary consents independent Vendor Warranty and, except where expressly stated, no other Vendor Warranty restricts or limits the extent or application of any other Vendor Warranty. 7.3 Notwithstanding any other provision of this Agreement (including where its procedures so requirethe Vendor Warranties) or any document referred to in this Agreement, the consent of its parent companyVendor is not giving any representation or warranty: (a) as to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative adequacy of the Contractor; bCompany's reserves or insurance funds (including against the level of claims 'incurred but not reported' or 'incurred but not enough reported', claims handling expenses and administration expenses) as at the Commencement Datedate of this Agreement (or any other date); (b) as to whether the reinsurance treaties and retrocession agreements to which the Company is a party as the insured or cedant (as the case may be) are valid, all information contained legally binding or enforceable in accordance with their terms or that any amounts owing to or which may be claimed by the Company under such reinsurance treaties or retrocession agreements will be paid; or (c) as to the amount or availability of any reliefs (as defined in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing Tax Schedule) or other losses of the Company or the Subsidiary to the Authority prior extent that they arise (or would but for an election pursuant to execution section 107 Finance Act 2000 and regulations made thereunder (as amended) have axxxxx) xn respect of this Contract;or as a consequence of: c(i) no claim is being asserted and no litigation, arbitration an event occurring or administrative proceeding is presently in progress period or part period ending on or before Completion; or, to (ii) the best entry into or performance of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; d) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has Pre-Sale Reorganisation Documents, and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and any implication to the Intellectual Property Rights in all materials used contrary is hereby expressly excluded. 7.4 The only warranties given by the Contractor for Vendor in respect of tax matters are the purpose Vendor Tax Warranties. 7.5 The Purchaser acknowledges and agrees that: (a) the Vendor Warranties are the only warranties of providing any kind given by or on behalf of the Services and/or delivered Vendor or any member of the Vendor's Group and on which the Purchaser or any other member of the Purchaser's Group may rely in entering into this Agreement; and (b) at the time of entering into this Agreement, the Purchaser has no actual knowledge of any right to make a Relevant Claim against the Vendor. 7.6 The Vendor makes no representation or warranty to the Authority; h) NOT USED; i) Purchaser as at to the Commencement Date all statements and representations completeness, truth or accuracy of the matters disclosed in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;Disclosure Letter.

Warranties. 8.1 The Contractor warrants, Client represents and undertakes for warrants to the duration Advisory Consortium that it has the necessary authorization, mandate and capacity to award the Assignment to the Advisory Consortium pursuant to this Agreement. 8.2 Each member of the Contract Period Advisory Consortium represents and warrants that: (a) It is duly organized and validly existing under the Applicable Laws, and that it has full capacity power and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into execute and perform its obligations under this Agreement and to carry out the Contract transactions contemplated hereby; (b) It has taken all necessary corporate (if it is a corporate body) and that other actions under the Contract Applicable Laws to authorize the execution, delivery and performance of this Agreement; and validly exercise its rights and perform its obligations under this Agreement; (c) this Agreement and all obligations contained herein constitutes its legal, valid and binding obligations, enforceable against it in accordance with the terms hereof; (d) it has the financial standing and capability to undertake the Assignment accordance with the applicable standards and it has not committed a breach in respect of their payment obligations in relation to a financial indebtedness; (e) it is executed subject to the Applicable Laws, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement and/or or matters arising hereunder including any obligation, liability or responsibility hereunder; (f) the execution, delivery and performance of this Agreement does not and shall not conflict with, result in the breach of, constitute a default under, or accelerate performance required by a duly authorised representative any of the Contractor; b) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of this Contract; c) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best terms of its knowledge memorandum and beliefarticles of association or any of its constitutive and corporate charters, pending filings with government authorities, documents, or threatened against any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected; there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it under the Applicable Laws before any court or before any other judicial, quasi-judicial or other authority, the outcome of which will may result in the breach of this Agreement or might have a which individually or in the aggregate may result in any material adverse effect on impairment of its ability to perform any of its obligations under the Contractthis Agreement; d(g) no representation or warranty made by it is not subject herein or in any other document furnished by it to the GoS contains any contractual obligation, compliance with which is likely untrue or misleading statement of material fact or omits or will omit to have state a material adverse effect on its ability fact necessary to perform its obligations under the Contractmake such representation or warranty misleading; e(h) no proceedings each member of the Advisory Consortium shall be severally liable for the performance of Services under this Agreement; (i) that they have the necessary professional, intellectual and material resources to undertake their respective parts of the Scope of Work or other steps have been taken Services in connection with the Assignment; and (j) It shall abide by the terms of the Agreement and not discharged (nor, that they shall perform their respective parts of work professionally and according to the international best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;practices.

Warranties. 8.1 The Contractor warrants(1) By the delivery and sale of each such Installment Sales Contract under the provisions of Section 3.02 or Section 3.03, represents and undertakes for the duration of the Contract Period Cooperative warrants to Statesman that: (a) it It has good title to such Installment Sales Contract or is authorized to obtain payment on behalf of one who has good title and the sale and transfer thereof are otherwise rightful; (b) Each such Installment Sales Contract is a binding obligation arising from the sale of merchandise by a Retail Service in the ordinary course of business as described in the contract to a person or entity specified therein as the obligor and constitutes the valid and legally binding obligation of such obligor enforceable in accordance with its terms; such contract states the full capacity agreement of the parties and authority arises out of legally sufficient consideration; (c) All signatures on such Installment Sales Contract are genuine or authorized and all necessary consents obligors thereon have the capacity to execute such contract; (including where its procedures so required) Such Installment Sales Contract has not been materially altered; (e) No obligor on such Installment Sales Contract has any defense, set off or counterclaim against the consent of its parent companyCooperative which is good against it; (f) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative The conduct of the ContractorCooperative in making the sale out of which each contract arose was in all material respects in compliance with all applicable laws and was not induced by fraud, false or misleading representations or any other manner of unfair or deceptive trade practices or other unlawful conduct; b(g) as at All credit information concerning the Commencement Dateobligors on such contracts was obtained and recorded in strict compliance with all applicable state and federal laws, and the Cooperative has no reason to believe that any such information is false, misleading or incomplete in any respect; (h) All current credit information with respect to such obligors has been accurately reported to Statesman; (i) The Installment Sales Contract forms provided by Statesman have not been altered, modified or supplemented in any respect; (j) All information required to be disclosed in such forms has been accurately recorded therein and the Cooperative has complied with the Truth-in- Lending Act and all information other applicable disclosure laws, federal and state; (k) No fee has been charged with respect to any contract and no such contract includes any deferred payment price or other charge which violates any applicable usury law or consumer protection law; (l) Such Installment Sales Contract contains all of the terms and conditions of the agreement between the Cooperative and the obligors with respect to such purchase and the Cooperative has not entered into any other agreement with any obligor with respect to such contract and has not waived or agreed to waive any term or condition contained in the Tender remains true, accurate form or taken any other action which might result in any constructive or implied waiver or modification thereof; (m) Each down payment shown in each Installment Sales Contract has actually been received in cash from the obligors or a person paying such amount on behalf of the obligors and not misleading, save as may no part thereof has been directly or indirectly advanced by the Cooperative; (n) Each trade-in shown in each Installment Sales Contract has actually been delivered to the Cooperative and the amount recorded in the contract accurately reflects the agreed value thereof; (o) All aspects of the sale have been specifically disclosed in writing to strict compliance with all applicable consumer protection acts and regulations, including without limitation the Authority prior to execution of this ContractTruth-in-Lending Act, the Equal Credit Opportunity Act and any applicable state law; c(p) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might All applicants for credit have a material adverse effect on its ability to perform its obligations under the Contractbeen given all notices required by applicable law; d(q) it The Cooperative has no knowledge of any insolvency proceeding involving any party obligated on such Installment Sales Contract; and (r) Such Installment Sales Contract is not subject to any contractual obligationclaim, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings lien, security interest, charge or other steps have been taken encumbrance in favor of any one other than the Cooperative and Statesman, and the Cooperative has not discharged (nor, to the best of its knowledge, are threatened) offered such Contract for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation sale to any of the Contractor‟s assets or revenue;purchaser other than Statesman. f(2) The Cooperative further represents and warrants that it has is and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as shall be solvent at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best time of its knowledge, information and belief, true and accurate and that it will advise the Authority each sale of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;Installment Sales Contract.

Warranties. 8.1 25.1 Each party warrants, represents and undertakes that: 25.1.1 it has full capacity and authority to enter into and to perform this Agreement; 25.1.2 this Agreement is executed by a duly authorised representative of that party; 25.1.3 there are no actions, suits or proceedings or regulatory investigations pending or, to that party's knowledge, threatened against or affecting that party before any court or administrative body or arbitration tribunal that might affect the ability of that party to meet and carry out its obligations under this Agreement; and 25.1.4 once duly executed this Agreement will constitute its legal, valid and binding obligations. 25.2 The Contractor Consultant warrants, represents and undertakes for the duration of the Contract Period Term that: a) it has full capacity and authority and 25.2.1 all necessary consents (including where its procedures so require, personnel used to provide the consent of its parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the ContractorServices will be vetted in accordance with Good Industry Practice; b) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of this Contract; c) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; d) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) 25.2.2 it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the ContractorConsultant's obligations under this ContractAgreement; g) it has and 25.2.3 in performing its obligations under this Agreement, all software used by or on behalf of the Consultant will continue to have all necessary rights in and to the Intellectual Property Rights perform in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) material respects in accordance with its specification; 25.2.4 as at the Commencement Effective Date all statements and representations in the ContractorConsultant's Response to the Invitation to Tender ITT are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority TfGM of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading; 25.2.5 all insurances procured by a Participant/Participants as part of the Services shall be portable to a new broker; and 25.2.6 it shall at all times comply with Law in carrying out its obligations under this Agreement. 25.3 Except as expressly stated in this Agreement, all warranties and conditions whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law. 25.4 For the avoidance of doubt the fact that any provision within this Agreement is expressed as a warranty shall not preclude any right of termination TfGM may have in respect of breach of that provision by the Consultant. 25.5 The Consultant shall execute and deliver a deed or deeds of collateral warranty in favour of any contractor appointed by TfGM to design and or construct any works in the unamended form provided at Schedule 7 and 8, or in a different form requested by TfGM at a later date, and deliver the same to TfGM. TfGM has the right to withhold any payment until these are received from the Consultant and any Sub-Consultant.

Warranties. 8.1 5.1 The Contractor warrantsSeller warrants to the Buyer for himself alone, represents and undertakes for the duration of the Contract Period that: (a) it he has full capacity taken all necessary actions and has all requisite power and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its this agreement and the other documents referred to in it (to which the Seller is a party) in accordance with their respective terms; (b) this agreement and the other documents referred to in it constitute (or shall constitute when executed) valid, legal and binding obligations on the Seller in accordance with their respective terms; (c) the execution and delivery by the Seller of this agreement and the documents referred to in it, and compliance with their respective terms shall not breach or constitute a default: (i) under any agreement or instrument to which the Contract Seller is a party or by which the Seller is bound; or (ii) of any order, judgment, decree or other restriction applicable to the Seller; and (d) the Seller is the legal and that the Contract is executed by a duly authorised representative beneficial owner of the ContractorSale Shares and is entitled to transfer the legal and beneficial title to such Sale Shares to the Buyer free from all Encumbrances, without the consent of any other person; b(e) as the Seller has not agreed to confer any right to require, at any time, the Commencement Datetransfer, all information contained creation, issue or allotment of any share, loan capital or other securities (or any rights or interest in them) of the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of this Contract;Company; and c(f) no claim is being asserted Encumbrance has been granted to any person or otherwise exists affecting the Sale Shares and no litigationcommitment to create any such Encumbrance has been given, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or nor has any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract;person claimed any such rights. d) it is 5.2 The Title Warranties are not subject to any contractual obligationqualification and no letter, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings document or other steps have been taken communication shall be deemed to constitute a disclosure against such warranties and not discharged (nor, without prejudice to the best of its knowledge, are threatened) for the winding up right of the Contractor Buyer to claim on any other basis or for its dissolution or for the appointment take advantage of a receiverany other remedies available to it, administrative receiver, liquidator, manager, administrator or similar officer in relation to if any of the Contractor‟s assets Title Warranties is breached or revenue;proves to be untrue or misleading, the Seller shall pay to the Buyer on demand: f(a) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies amount necessary to perform put the Contractor's obligations under this Contract; g) Company into the position it has and will continue to would have all necessary rights been in and to if the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter relevant Title Warranty had not been breached or circumstance of which it may become aware which would render any such statement or representation to be false had not been untrue or misleading; (b) all costs and expenses (including, without limitation, damages, legal and other professional fees and costs, penalties, expenses and consequential losses whether arising directly or indirectly) incurred by the Buyer, the Company as a result of such breach or of such Title Warranty being untrue or misleading (including a reasonable amount in respect of management time); and (c) any amount necessary to ensure that, after any Taxation of a payment made in accordance with clause 5.1(a) or clause 5.2(b), the Buyer is left with the same amount it would have had if the payment was not subject to Taxation.

Warranties. 8.1 The Contractor warrants, represents Subscriber hereby declares and undertakes for warrants as follows: 1) The Subscriber is fully aware of and agrees with the duration contents and terms of the Contract Period that:Offering Memorandum; a2) it The Subscriber is duly qualified to become a shareholder and authorized to Invest in the Fund; 3) The Subscriber has full capacity the financial ability to bear the economic risk of the investment; 4) The Subscriber has sufficient knowledge and authority experience in financial and all necessary consents (including where its procedures so requirebusiness areas as to be able to evaluate the risks and merits of the investment in the Fund; 5) The Subscriber has been given the opportunity to enquire about and to receive answers from the General Partner with respect to the business to be conducted by the Fund, the consent of its parent company) to enter into terms and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative conditions of the Contractor; b) as at investment and any additional information necessary to check the Commencement Date, all accuracy of the information contained in the Tender remains trueArticles of Incorporation and in the Offering Memorandum; 6) The Subscriber has only consulted and relied on the advice of his/her own professional advisers for all tax, accurate legal and other economic matters linked to this investment; 7) The Subscriber understands that the transfer of Shares is subject to restrictions and that the redemption of Shares may be subject to specific rules contained in the Articles of Incorporation and in the Offering Memorandum; 8) This subscription will not misleadingenter in conflict with or result in any violation of or default under, save any provision of any governing instrument applicable to the Subscriber, or any material agreement or other instrument to which the Subscriber is a party or by which the Subscriber is bound, or any permit, franchise, judgment, decree, statute, rule or regulation applicable to the Subscriber, 9) Any information that the Subscriber has provided to the Fund or its Administrative Agent is correct and complete as may have been specifically disclosed of the date of this Subscription Agreement, and if there should be any change in such information prior to the Subscriber's admission to the Fund as a shareholder, and during all the period of his/her investment, the Subscriber will immediately provide in writing such revised or corrected information to the Authority prior to execution of this ContractFund or its Administrative Agent ; c10) no claim is being asserted The Subscriber declares that the origin of the funds relating to this subscription do not come from drug traffic or from any offence listed under article 506-1 of the Luxembourg Criminal Code, as amended from time to time; 11) The Subscriber recognizes that neither the Fund nor the General Partner have promised or guaranteed: (i) the safety of any capital investment in the Fund; (ii) that the Fund will be profitable; or (iii) that any particular investment return will be achieved or the probability of any investment return; 12) The Subscriber agrees to execute all payments in compliance with all terms and no litigation, arbitration or administrative proceeding is presently in progress or, to conditions under this Subscription Agreement; 13) The Subscriber acknowledges that the best of its knowledge Shares have not been and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations not be registered under the ContractU.S. Securities Act of 1933, as amended from time to time, and, none of the Shares may be offered or sold, directly or indirectly, in the United States of America or to any U.S. Person; d14) it The Subscriber is neither a U.S. Person nor a person that does not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under fulfil the Contract; e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) eligibility requirements for the winding up of the Contractor or subscription for its dissolution or Shares as provided for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;Offering Memorandum.

Warranties. 8.1 9.1 The Contractor warrants, represents and undertakes for the duration of the Contract Period Customer warrants that: (a) it has the full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Contract this agreement and that the Contract this agreement is executed by a duly authorised representative of the ContractorCustomer; (b) it has the authority to grant any rights to be granted to the Supplier under this agreement, including the right to provide the Software and Hardware to the Supplier as at indicated in this agreement and for the Commencement Date, all information contained same to be used in the Tender remains trueprovision of the Managed Services and otherwise in connection with this agreement; (c) it will comply with and use the Managed Services in accordance with the terms of this agreement and all applicable laws, accurate and shall not misleadingdo any act that shall infringe the rights of any third party including the publishing or transmission of any materials contrary to relevant laws or in breach of the Acceptable Use Policy; (d) it owns or has obtained valid licences, save as may have been specifically disclosed in writing consents, permissions and rights to use, and where necessary to licence to the Authority prior to execution Supplier, any materials reasonably necessary for the fulfilment of this Contract; c) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform all its obligations under the Contract;this agreement, including any third-party licences and consents in respect of any Customer Software; and d) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; (e) no proceedings the Supplier's use in the provision of the Managed Services or other steps have been taken and not discharged (norotherwise in connection with this agreement of any third-party materials, including any Hardware or Software supplied by the Customer to the best of its knowledge, are threatened) Supplier for use in the winding up provision of the Contractor Managed Services or for its dissolution or for otherwise in connection with this agreement, shall not cause the appointment Supplier to infringe the rights, including any Intellectual Property Rights, of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue;third party. f9.2 The Supplier warrants and represents that: (a) it has the full capacity and will continue authority to hold all necessary (if any) regulatory approvals from enter into and perform this agreement and that this agreement is executed by a duly authorised representative of the Regulatory Bodies necessary to perform the Contractor's obligations under this ContractSupplier; g(b) it owns or has obtained valid licences, consents, permissions and will continue rights to have all necessary rights in enable the Supplier to comply with this agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this agreement including for the Customer's use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached; (c) it will comply with all applicable laws in performing its obligations under this agreement; (d) the Customer's use of any third-party materials, including any materials supplied by the Supplier to the Customer, shall not cause the Customer to infringe the rights, including any Intellectual Property Rights, of any third party; (e) any software, system or telecommunications provided by or on behalf of the Supplier will be tested for Viruses and any identified Viruses before the date of delivery or use of such software, systems or telecommunications by the Supplier; and (f) all materials personnel and sub-contractors used by the Contractor Supplier in the performance of this agreement are adequately skilled and experienced for the purpose of providing the Services and/or delivered activities they are required to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;perform.

Warranties. 8.1 The Contractor warrants, represents Company and undertakes for the duration of Founder(s) hereby warrant to the Contract Period Subscriber that: : (a) it has the Company is a company duly formed, validly existing and in good standing under the laws of England and Wales, with full capacity corporate power and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractor; this agreement; (b) as at the Commencement Date, all information contained in Company has full power and authority to consummate the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of this Contract; transactions contemplated hereunder; (c) no claim consents, authorisations or approvals of any kind of any governmental authority or other third party are required in connection with the execution or performance of this agreement by the Company; (d) the consummation of the transactions contemplated hereunder and the performance of this agreement by the Company do not violate the provisions of the Articles of Association of the Company, or any applicable law, and will not result in any breach of, or constitute a default under, any note or instrument to which the Company is being asserted a party or by which it is bound; (e) the execution and performance of this agreement by the Company and the Founder(s) has been duly authorised by all necessary actions, and this agreement has been duly executed and delivered by the Company and the Founder(s); (f) there is no litigationaction, arbitration suit, proceeding or administrative proceeding is presently in progress investigation commenced, pending or, to the best knowledge of the Company and the Founder(s) after due inquiry, threatened against the Company; (g) so far as the Company and the Founder(s) are aware, the operations of the Company and any products or services supplied by them do not use or infringe the rights of any person or infringe any right of privacy and there are not any claims or applications for registration which might be material for disclosure to the Subscriber as a potential shareholder of the Company; and (h) all intellectual property which is or is reasonably likely to be material to the business of the Company is (or in the case of application will be) legally and beneficially vested exclusively in the Company or is licensed to the Company by third parties by way of an agreement and/or license which enable the Company to use such intellectual property as it requires in the ordinary course of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; d) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;business.

Warranties. 8.1 The Contractor warrants, (a) Anchor represents and undertakes for the duration of the Contract Period warrants to Distributor that: a(i) it has full capacity Registration Statements on Form N-4 (and, if applicable, Form S-1) for each of the Contracts identified on Attachment A have been filed with the Commission in the form previously delivered to the Distributor and authority that copies of any and all amendments thereto will be forwarded to the Distributor at the time that they are filed with the Commission; (ii) The Registration Statement and any further amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, and the rules and regulations of the Commission under such Acts, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary consents to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statement or omission made in reliance upon and in conformity with information furnished in writing to Anchor by the Distributor expressly for use therein; (including where its procedures so requireiii) Anchor is validly existing as a stock life insurance company in good standing under the laws of the state of Arizona, the consent of its parent companywith power (corporate or otherwise) to enter into own its properties and perform conduct its obligations business as described in the Prospectus, and has been duly qualified for the transaction of business and is in good standing under the Contract and that the Contract is executed by a duly authorised representative laws of the Contractoreach other jurisdiction, or conducts any business, so as to require such qualification; b(iv) The Contracts to be issued through the Separate Account and offered for sale by the Distributor on behalf of Anchor hereunder have been duly and validly authorized and, when issued and delivered against payment therefor as at provided herein, will be duly and validly issued and will conform to the Commencement Date, all information description of such Contracts contained in the Tender remains true, accurate Prospectuses relating thereto; (v) Those persons who offer and not misleading, save sell the Contracts are to be appropriately licensed in a manner as may have been specifically disclosed in writing to comply with the Authority prior to execution state insurance laws; (vi) The performance of this Contract; c) no claim Agreement and the consummation of the transactions contemplated by this Agreement will not result in a breach or violation of any of the terms and provisions of, or constitute a default under any statute, any indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which Anchor is being asserted and no litigationa party or by which Anchor is bound, arbitration Anchor's Charter as a stock life insurance company or administrative proceeding is presently in progress orBy-laws, to the best or any order, rule or regulation of its knowledge and belief, pending any court or threatened against it governmental agency or body having jurisdiction over Anchor or any of its assets properties; and no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by Anchor of the transactions contemplated by this Agreement, except such as may be required under the Securities Exchange Act of 1934 or state insurance or securities laws in connection with the distribution of the Contracts by the Distributor; and (vii) There are no material legal or governmental proceedings pending to which will Anchor or might the Separate Account is a party or of which any property of Anchor or the Separate Account is the subject, other than as set forth in the Prospectus relating to the Contracts, and other than litigation incident to the kind of business conducted by Anchor, if determined adversely to Anchor, would individually or in the aggregate have a material adverse effect on its ability the financial position, surplus or operations of Anchor. (b) The Distributor represents and warrants to perform its obligations under the ContractAnchor that; d(i) it It is not subject a broker-dealer duly registered with the Commission pursuant to any contractual obligationthe Securities Exchange Act of 1934 and a member in good standing of the National Association of Securities Dealers, Inc., and is in compliance with the securities laws in those states in which is likely to have it conducts business as a material adverse effect on its ability to perform its obligations under the Contractbroker-dealer; e(ii) no proceedings or other steps have been taken The performance of this Agreement and not discharged (nor, to the best of its knowledge, are threatened) for the winding up consummation of the Contractor transactions herein contemplated will not result in a breach or for its dissolution or for the appointment violation of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets terms or revenue;provisions of or constitute a default under any statute, any indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which the Distributor is a party or by which the Distributor is bound, the Certificate of Incorporation or By-laws of the Distributor, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Distributor or its property; and f(iii) it has To the extent that any statements or omissions made in the Registration Statement, or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to Anchor by the Distributor expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective or are filed with the Commission, as the case may be, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder and will continue not contain any untrue statement of a material fact or omit to hold all necessary (if any) regulatory approvals from the Regulatory Bodies state any material fact required to be stated therein or necessary to perform make the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or therein not misleading;.

Warranties. 8.1 16.1 The Contractor warrants, Recipient represents warrants and undertakes for to the duration of the Contract Period Authority that: a) 16.1.1 it has full capacity and authority and all necessary consents (resources and expertise to deliver the Project; 16.1.2 the performance of any obligations under this Agreement will be undertaken with reasonable care and skill including where its procedures so requireobligations performed by the Recipient’s agent and/or Sub-Contractor(s); 16.1.3 it has given the Authority true, complete and accurate information in connection with this Agreement, the consent of its parent company) to enter into and perform its obligations under Project or the Contract and that the Contract is executed by a duly authorised representative Authority’s evaluation of the ContractorRecipient or the Project; b) as at 16.1.4 any information the Commencement Date, all information contained Recipient provides to the Authority regarding this Agreement or the Project in the Tender remains future will be true, complete and accurate and not misleading, save as may have been specifically disclosed misleading in any way; 16.1.5 it will immediately notify the Authority in writing if any information they have provided to the Authority prior to execution of this Contractbecomes untrue, incomplete, or misleading in any way; c) 16.1.6 it will ensure that any Sub-Contractor engaged will be retained on terms that are no claim is being asserted and no litigation, arbitration or administrative proceeding is presently less onerous than the terms contained in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contractthis Agreement; d) 16.1.7 it has and shall keep in place systems to deal with the prevention of fraud and/or administrative malfunction and/or financial irregularity; 16.1.8 it is not subject to any contractual obligationor other restriction imposed by its own or any other organisation's rules or regulations or otherwise which may prevent or materially impede it from meeting its obligations in connection with the Grant; 16.1.9 it is not aware of anything in its own affairs, compliance with which it has not disclosed to the Authority or any of the Authority's advisers, which might reasonably have influenced the decision of the Authority to make the Grant on the terms contained in this Agreement; 16.1.10 it has power to enter into this Agreement and has obtained all necessary approvals to do so and undertakes that it is likely to have a material adverse effect on not aware as at the date of this Agreement of anything within its reasonable control which might or will adversely affect its ability to perform fulfil its obligations under this Agreement; and 16.1.11 the Contract; e) no proceedings or other steps signatories to this Agreement have been taken full authority to sign on the Recipient’s behalf and not discharged (nor, such signatures will commit the Recipient to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has all obligations and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under duties contained within this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;Agreement.

Warranties. 8.1 The Contractor warrants, represents and undertakes for 11.1. Each Shareholder warrants to the duration of the Contract Period Optionee on a several basis that: (a) it has full capacity power and authority to grant the Option on the terms and conditions of this Agreement and, if the Shareholder is not a natural person, the grant of the Option has been duly and validly approved and authorized by all necessary consents action on the part of such Shareholder; (including where its procedures so requireb) no consent, approval, order, authorization, release or waiver of, or registration, declaration or filing with, any governmental or regulatory authority is necessary or required to be made or obtained by such Shareholder to enable the consent of its parent company) Shareholder to execute, deliver, enter into into, and perform its obligations under this Agreement; *** Certain information in this agreement has been omitted and filed separately with the Contract Securities and Exchange Commission. [***] indicates that text has been omitted and is the Contract subject of a confidential treatment request. (c) if such Shareholder is not a natural person, it has been duly incorporated and is validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or constituted (to the extent that such concepts are recognised in such jurisdiction); (d) this Agreement, when executed by the Parties, shall constitute a duly authorised representative legal, valid and binding obligation of such Shareholder enforceable against it in accordance with its terms; (e) it is the legal and beneficial owner of the ContractorOption Shares set out beside its name in Part 2 of Schedule 1, such Option Shares are fully paid and may be sold free of all encumbrances and the Shareholder has not entered into any agreement, arrangement or obligation to give or create any such encumbrance over its Option Shares; b(f) the Option Shares represent one hundred per cent (100%) of the share capital of the Company issued or agreed to be issued and there is no option or right outstanding to subscribe for any share or loan capital of the Company; (g) it has full voting power with respect to its proportion of the Option Shares, none of which are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Option Shares; and (h) as at of the Commencement Effective Date, all information contained the Shareholder is not engaged in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of this Contract; c) no claim is being asserted and no any litigation, arbitration or other dispute resolution process, or administrative proceeding is presently in progress oror criminal proceedings, whether as claimant, defendant or otherwise with respect to its Option Shares and, to the best of its knowledge and beliefthe Shareholder’s knowledge, pending there is no such action pending. 11.2. The Company warrants to the Optionee that save for non-material matters relating to the Company’s day-to-day operation, the Company has not engaged in any activities or threatened against it conducted any operations other than as contemplated by or any necessary for the License Agreement, the Gamma IP License, the Shareholders’ Agreement or the Gamma Service Agreement. 11.3. The Optionee warrants to each of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract;Shareholders that: d(a) it is not duly organised, validly existing and in good standing under the laws of the State of Delaware, United States, and that the consummation of the transactions contemplated hereby is within Optionee’s corporate powers and have been duly authorized by all necessary corporate actions on the part of Optionee. Optionee has full corporate power and authority to execute, deliver and perform this Agreement; (b) this Agreement has been duly authorized, executed and delivered by Optionee and constitutes a legal, valid and binding obligation of Optionee enforceable against Optionee in accordance with its terms, subject to any contractual obligationthe effects of bankruptcy, compliance with which is likely insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to have a material adverse effect on its ability to perform its obligations under the Contract;or affecting creditors’ rights generally and general equitable principles; and e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; fc) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations financial wherewithal, in the Contractor's Response form of cash on hand or available borrowing facilities, to pay the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;Option Fee.

Warranties. 8.1 The Contractor warrantsIn consideration of the Placing Agent entering into this Agreement and agreeing to perform its obligations hereunder, represents each of the Vendor and the Company (except in respect of matters which relate only to the Vendor on which the Company gives no warranty) hereby represents, warrants and undertakes for to the duration Placing Agent as follows: (a) the Vendor is the beneficial owner of the Contract Period that: a) it Placing Shares and has full capacity the necessary power and authority and has obtained all necessary consents (including where its procedures so require, to enable it to sell the consent of its parent company) to enter into Placing Shares hereunder and perform its this Agreement constitutes valid and legally binding and enforceable obligations under the Contract and that the Contract is executed by a duly authorised representative of the ContractorVendor; (b) as at the Commencement DatePlacing Shares are fully paid up, rank pari passu in all information respects with the existing Shares in issue, include the right to receive all dividends and distributions which may be declared made or paid after the Placing Completion Date and are free and clear of all liens, encumbrances, equities or other third party rights; (c) all statements of fact contained in the Tender remains true, Placing Announcement are true and accurate in all material respects and not misleadingmisleading in any material respect in the context of the Placing and all statements of opinion, intention or expectation of the directors of the Company in relation to the Company or any of its Subsidiaries contained therein are truly and honestly held and have been made after due and careful consideration and there is no other fact or matter omitted therefrom the omission of which would make any statement therein misleading or which is otherwise material in the context of the Placing; (d) each member of the Group is duly incorporated and validly existing under the laws of the place of its incorporation with power to own its assets and to conduct its business in the manner presently conducted and there has been no petition filed, order made or effective resolution passed for the liquidation or winding up of any member of the Group which is material to the operations and results of the Group taken as a whole; (e) save as may have been specifically previously disclosed by the Company to the public in writing to during the Authority prior to execution of this Contract; c) no claim preceding twelve months, there is being asserted and no litigation, arbitration or administrative proceeding is presently other legal proceedings in progress or, or pending against any member of the Group which if decided adversely to the best relevant member of its knowledge and belief, pending the Group would have or threatened against it or any of its assets which will or might have had during the twelve months preceding the date hereof a material adverse effect on its ability to perform its obligations under the Contractfinancial position of the Group (taken as a whole) or the Company and which is material in the context of the Placing; d(f) it save as previously disclosed by the Company to the public in writing during the preceding twelve months, the Company is not subject to in breach in any contractual obligationmaterial respect in the context of the Placing, of any rules, regulations or requirements of the Stock Exchange or any applicable law, decree, judgment, legislation, order, regulation, statute, ordinance, treaty or other legislative measure; (g) no material outstanding indebtedness of any member of the Group has become payable or repayable by reason of any default of such member of the Group and no event has occurred which, with the lapse of time or the fulfilment of any condition or the giving of notice or the compliance with any formality, may result in such indebtedness becoming payable or repayable prior to its maturity date or in a demand being made for such indebtedness to be paid or repaid; (h) save as previously disclosed by the Company to the public in writing during the preceding twelve months or otherwise than in the ordinary course of business, no member of the Group has entered into a material contract or commitment of an unusual or onerous nature which, in the context of the Placing, might be material for disclosure and each such company has carried on its business in the ordinary and usual course; (i) the audited consolidated accounts of the Group for the financial year ended on the Audited Accounts Date: (i) have been prepared on a recognised and consistent basis and in accordance with generally accepted accounting principles, standards and practice in Hong Kong; (ii) comply in all material respects with all applicable ordinances, statutes and regulations and show a true and fair view of the state of affairs of the Group and of its results for the period in question; (iii) are not affected by any unusual or non-recurring items and do not include transactions not normally undertaken by the relevant member of the Group (save as disclosed in the said accounts); and (iv) make adequate provision for all taxation whether in Hong Kong or any other part of the world in respect of all accounting periods ended on or before the respective date for which is likely the relevant member of the Group was then or might at any time thereafter become or have been liable; (j) the interim accounts of the Group for the period ended on the Interim Accounts Date: (i) have been properly prepared and fairly present and reflect in accordance with generally accepted accounting principles, standards and practice in Hong Kong; (ii) comply on all material aspects with all applicable ordinances, statutes and regulations and reflect a true and correct view of the state of affairs of the Group and of its results for the period in question; (k) since the Interim Accounts Date: (i) each member of the Group has carried on business in the ordinary and usual course in all material respects so as to have maintain it as a going concern; (ii) each member of the Group has continued to pay its creditors in the ordinary course of business in all material respects; (iii) there has been no material adverse change in the condition, financial or otherwise, or the earnings, business affairs or business prospects (whether or not arising in the ordinary course of business) of any member of the Group and no event has occurred which in the reasonable opinion of the Vendor or the Company may give rise to a material adverse effect on its ability to perform its obligations under change in such position in the Contractforeseeable future; e(l) there is no proceedings order, decree or other steps have been taken and not discharged (judgment of any court or governmental agency or regulatory body outstanding or anticipated against any member of the Group nor, to the best of its the knowledge, are threatenedinformation and belief of the Vendor, having made due and careful enquiries, is there any investigation or enquiry by any governmental agency or regulatory body outstanding or anticipated against any member of the Group which may have or has had a material adverse effect upon the condition, financial or otherwise or the earnings, business affairs or business prospects (whether or not arising in the ordinary course of business) of the Group or which is material in the context of the Placing; (m) save as publicly announced by the Company prior to the date hereof or pursuant to options granted or hereafter to be granted under the share option scheme of the Company, no person has the right (whether exercisable now or in the future and whether contingent or not) to call for the winding up allotment, conversion, issue, sale or transfer of any share or loan capital or any other security giving rise to a right over the capital of any member of the Contractor Group under any option or for its dissolution or for other agreement (including conversion rights and rights of pre-emption) and there are no encumbrances on the appointment shares of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any member of the Contractor‟s assets Group or revenue;any arrangements or obligations to create any encumbrances; and f(n) it has the execution and will continue to hold all necessary (if any) regulatory approvals from delivery of, and the Regulatory Bodies necessary to perform performance by the Contractor's Vendor and the Company of their respective obligations under this Contract; g) it has Agreement do not and will continue not, and this Agreement does not and will not: (i) result in a breach in any material respect of any provision of the articles of association of any member of the Group; or (ii) result in a breach in any material respect of, or constitute a default under, any instrument to have all necessary rights which any member of the Group is a party or by which any member of the Group or any of their respective properties is bound; or (iii) result in a breach in any material respect of any laws to which any member of the Group are subject or by which any member of the Group or any of their respective properties are bound; or (iv) infringe any mortgage, contract or other undertaking or instrument to which any member of the Group is a party or which is binding upon it or its assets, and does not and will not result in the creation of imposition of any encumbrance on any of its assets pursuant to the Intellectual Property Rights in provisions of any such mortgage, contract or other undertaking or instrument. (o) each of the Vendor and the Company will promptly provide the Placing Agent, at its reasonable request, with all materials used such information known to it or which on reasonable enquiry ought to be known to it relating to the Group or the Vendor as may be required by the Contractor Placing Agent in connection with the Placing for the purpose of providing complying with any applicable law, regulation or direction (including the Services and/or delivered establishment of any defence to any action under any of the Authority; hsame, whether relating to due diligence or otherwise) NOT USED; ior any requirement of the Stock Exchange, the SFC or any other applicable regulatory body; (p) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best Vendor shall ensure that none of its knowledgeAssociates shall purchase the Placing Shares under the Placing; (q) the Vendor has not been, information is not and beliefshall not be at any time engage in insider dealing for the purposes of the Securities and Futures Ordinance in connection with the Placing and the related transactions entered into pursuant to this Agreement, true and accurate and that it will advise neither the Authority Vendor nor any person acting on the Vendor's behalf or under its control has taken or shall take, directly or indirectly, any action designed or which was designed, or which constitutes or has constituted or might reasonable be or have been expected to cause or result in, stabilization or manipulation of the price of any factShares or other securities of the Company; and (r) the Vendor and the Company shall make all appropriate disclosures pursuant to, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleadingand shall comply in all respects with, the Listing Rules, the Takeovers Code, the Securities and Futures Ordinance and all other applicable laws and regulations in connection with the Placing;

Warranties. 8.1 The Contractor warrantsWithout prejudice to any other warranties expressed elsewhere in the Agreement or implied by law, represents and undertakes for the Provider warrants to the School that throughout the duration of the Contract Period that: a) it Agreement: the Provider has full capacity and authority and all necessary consents (including but not limited to, where its procedures so require, the consent of its parent company) to enter into and to perform its obligations under the Contract this Agreement and that the Contract this Agreement is executed by a duly authorised representative of the Contractor; bService Provider; the Provider shall maintain all registrations/inspections which are necessary to lawfully provide the Services under the Agreement; the Provider shall provide the Services in accordance with the Placement Form and the terms of this Agreement and with all due skill, care and diligence as may be expected of appropriately qualified and experienced persons (of a professional level if appropriate) as at with appropriate skill and experience in providing services of a similar scope, type, nature and complexity to the Commencement Date, all information contained Services; the Provider warrants that its Staff will be suitable persons to be employed in the Tender remains trueprovision of the Service which involves the provision of alternative education of such a kind as to enable the Staff to have access in the normal course of their duties to Pupils; the Provider is aware of the purposes for which the Services are required and acknowledges that the School is reliant upon the Provider's expertise and knowledge in the provision of the Services; all materials, accurate equipment and goods used or supplied by the Provider in connection with the Agreement shall be sound in quality and design and fit for their purpose and in accordance with the requirements specified in the Placement Form; any software, electronic or magnetic media, hardware or computer system used or supplied by the Service Provider in connection with the Agreement: shall be Euro Compliant; shall not misleadinghave its functionality or performance affected, save as may have been specifically disclosed be made inoperable or be more difficult to use by reason of any date related input or processing in writing or on any part of such software, electronic or magnetic media, hardware or computer system; shall not cause any damage, loss or erosion to or interfere adversely or in any way with the compilation, content or structure of any data, database, software or other electronic or magnetic media, hardware or computer system used by, for or on behalf of the School, on which it is used or with which it interfaces or comes into contact; and any variations, enhancements or actions undertaken by the Provider in respect of such software, electronic or magnetic media, hardware or computer system shall not affect the Provider’s compliance with this warranty; the Provider shall provide the Services in a safe manner and free from any unreasonable or avoidable risk to any person’s health and well-being and in an economic, effective and efficient manner; all documents, drawings, computer software and any other work prepared or developed by the Provider or supplied to the Authority prior to execution of this Contract; c) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to School under the best of its knowledge and belief, pending or threatened against it Agreement shall not infringe any Intellectual Property Rights or any other legal or equitable right of its assets which will any person; the Provider and all persons (including any sub-contractors employed to provide the Services or might have a material adverse effect on its ability to perform its obligations under any part thereof) shall observe and fully comply with the Contract; d) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up requirements of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer Health and Safety at Work Regulations (including all amendments) in relation to any equipment or materials used to provide the Services. For the purposes of construing the warranties in Clause 16.1 reference to the Services include any part of the Contractor‟s assets Services. Each warranty shall be construed as a separate warranty and shall not be limited or revenue; frestricted by reference to, or reference from, the terms of any other warranty or any other term of this Agreement. Without prejudice to the School’s rights (whether under this Agreement or otherwise) it has and will continue if the Provider is in breach of any of its warranties, the Provider shall, if required to hold all necessary (if any) regulatory approvals from do so by the Regulatory Bodies necessary to School, promptly re-perform the Contractor's obligations under this Contract; g) it has and will continue Services or part of them at its own expense to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any ensure compliance with such statement or representation to be false or misleading;warranties.

Warranties. 8.1 The Contractor warrants11.1 DANTE warrants to the Connector as follows: (a) DANTE is a limited liability company, represents duly organised and undertakes validly existing under the laws of England and Wales and is qualified to do business in all jurisdictions relevant to its business (domestic and foreign) in which such qualification is required by applicable law, and has the requisite authority to execute this Agreement and to perform all of its obligations hereunder; (b) no order has been made or petition presented or resolution passed for its winding-up or for an administration order in respect of it, it is not insolvent or unable to pay its debts, and no receiver or receiver and manager has been appointed by any person of its business or assets or any part thereof and no power to make any such appointment has arisen and it has not assigned all or a substantial part of its business or assets for the duration satisfaction of creditors and there is no unfulfilled or unsatisfied judgment or court order against it; (c) the Contract Period thatprovisions of this Agreement, in so far as they relate to DANTE, constitute valid and binding obligations on DANTE, enforceable against it in accordance with its terms; and (d) its execution and performance of this Agreement shall not violate any applicable existing laws, regulations, rules, statutes or court orders of any applicable local, state, federal, national or supra-national agency, court or body. 11.2 The Connector warrants to DANTE as follows: (a) it the Connector is a company duly organised and validly existing under the laws of << insert >>, is qualified to do business in all jurisdictions relevant to its business (domestic and foreign) in which such qualification is required by applicable law, and has full capacity the requisite authority to execute this Agreement and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations hereunder; (b) no order has been made or petition presented or resolution passed for its winding-up or for an administration order in respect of it, it is not insolvent or unable to pay its debts, and no receiver or receiver and manager has been appointed by any person of its business or assets or any part thereof and no power to make any such appointment has arisen and it has not assigned all or a substantial part of its business or assets for the satisfaction of creditors and there is no unfulfilled or unsatisfied judgment or court order against it (or any equivalent event or circumstance under the Contract and that the Contract is executed by a duly authorised representative applicable laws of the Contractorits jurisdiction); b(c) the provisions of this Agreement, in so far as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing they relate to the Authority prior to Connector, constitute valid and binding obligations on the Connector, enforceable against it in accordance with its terms; (d) its execution and performance of this ContractAgreement shall not violate any applicable existing laws, regulations, rules, statutes or court orders of any applicable local, state, federal, national or supra-national agency, court or body; c(e) there are no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress pending or, to the best knowledge of its knowledge and beliefthe Connector, pending threatened claims, actions, suits, audits, investigations or threatened proceedings by or against it or any of its assets the Connector which will or might could have a material adverse effect on its the ability of the Connector to perform its obligations under the Contractthis Agreement; d) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;

Warranties. 8.1 The Contractor warrants, represents Each Collaboration Supplier warrant and undertakes for the duration of the Contract Period represent that: a) : it has full capacity and authority and all necessary consents (including but not limited to, where its procedures so require, the consent of its parent company) to enter into and to perform its obligations under the Contract this Agreement and that the Contract this Agreement is executed by a duly authorised representative of the Contractor; bCollaboration Supplier; and its obligations hereunder shall be performed by appropriately experienced, qualified and trained personnel with all due skill, care and diligence including but not limited to good industry practice and (without limiting the generality of this Clause 7) in accordance with its own established internal procedures. Except as at the Commencement Dateexpressly stated in this Agreement, all information contained warranties and conditions, whether express or implied by statute, common law or otherwise (including but not limited to fitness for purpose) are hereby excluded to the extent permitted by law. LIMITATION OF LIABILITY None of the parties exclude or limit their liability for death or personal injury resulting from negligence, or for any breach of any obligations implied by Section 2 of the Supply of Goods and Services Xxx 0000. Nothing in this Agreement shall exclude or limit the liability of any party in respect of fraud or fraudulent misrepresentation. Subject always to Clauses 8.1 and 8.2, the liability of the Customer to any Collaboration Suppliers for all claims (by way of indemnity or otherwise) arising whether in contract, tort (including negligence), misrepresentation (other than where made fraudulently), breach of statutory duty or otherwise under this Agreement (excluding Clause 6.4, which shall be subject to the limitations of liability set out in the Tender remains truerelevant Contract) shall be limited to [ (£ ,000)]. Subject always to Clauses 8.1 and 8.2, accurate the liability of each Collaboration Supplier for all claims (by way of indemnity or otherwise) arising whether in contract, tort (including negligence), misrepresentation (other than where made fraudulently), breach of statutory duty or otherwise under this Agreement shall be limited to [Customer to specify]. Subject always to Clauses 8.1, 8.2 and not misleading8.6 and except in respect of liability under Clause 6 (excluding Clause 6.4, save as may have been specifically disclosed in writing which shall be subject to the Authority prior limitations of liability set out in the [relevant contract] [Call-Off Agreement]), in no event shall any party be liable to execution any other for: indirect loss or damage; special loss or damage; consequential loss or damage; loss of profits (whether direct or indirect); loss of turnover (whether direct or indirect); loss of business opportunities (whether direct or indirect); and/or damage to goodwill (whether direct or indirect). Subject always to Clauses 8.1 and 8.2, the provisions of Clause 8.5 shall not be taken as limiting the right of the Customer to amongst other things, recover as a direct loss any: additional operational and/or administrative costs and expenses arising from a Collaboration Supplier’s Default; and/or wasted expenditure or charges rendered unnecessary and/or incurred by the Customer arising from a Collaboration Supplier's Default. DISPUTE RESOLUTION PROCEDURE All disputes between any of the parties arising out of or relating to this Contract; c) no claim is being asserted and no litigationAgreement shall be referred, arbitration or administrative proceeding is presently by any party involved in progress orthe dispute, to the best representatives of its knowledge the parties specified in the Detailed Collaboration Plan. If the dispute cannot be resolved by the parties' representatives nominated under Clause 9.1 within a maximum of five (5) Working Days (or such other time as otherwise agreed in writing by the parties) after it has been referred to them under Clause 9.1, then except where a party seeks urgent injunctive relief, the parties shall refer it to mediation pursuant to the procedure set out in Clause 9.3 unless the Customer considers (acting reasonably and belief, pending or threatened against it or considering any of its assets which will or might have a material adverse effect on its ability objections to perform its obligations under mediation raised by the Contract; dother parties) it that the dispute is not subject suitable for resolution by mediation. The procedure for mediation and consequential provisions relating to any contractual obligationmediation are as follows: a neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the parties or, compliance with which is likely if they are unable to have agree upon a material adverse effect on its ability to perform its obligations under the Contract; eMediator within ten (10) no proceedings or other steps have been taken and not discharged (nor, Working Days after a request by one party to the best of its knowledgeother parties to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, are threatenedany party shall within ten (10) for Working Days from the winding up date of the Contractor proposal to appoint a Mediator or for its dissolution within ten (10) Working Days of notice to the parties that he is unable or for unwilling to act, apply to the Chairman of the Law Society to appoint a Mediator; the parties shall within ten (10) Working Days of the appointment of the Mediator meet with him in order to agree a receiverprogramme for the exchange of all relevant information and the structure to be adopted for negotiations to be held; unless otherwise agreed by the parties in writing, administrative receiverall negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the parties in any future proceedings; if the parties reach agreement on the resolution of the dispute, liquidatorthe agreement shall be reduced to writing and shall be binding on the parties once it is signed by their duly authorised representatives; failing agreement, manager, administrator or similar officer in relation to any of the Contractor‟s assets parties may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to this Agreement without the prior written consent of all the parties; and if the parties fail to reach agreement in the structured negotiations within twenty (20) Working Days of the Mediator being appointed, or revenue; f) it has and will such longer period as may be agreed by the parties, then any dispute or difference between them may be referred to the courts. The parties must continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's their respective obligations under this Contract; g) it has Agreement and will continue to have all necessary rights in and to under their respective Contracts pending the Intellectual Property Rights in all materials used by the Contractor for the purpose resolution of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;a dispute.

Warranties. 8.1 A3.1 The Contractor warrants, Authority represents and undertakes for the duration of the Contract Period warrants that: (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and to perform this Agreement; (b) this Agreement is executed by its duly authorised representative; (c) there are no actions, suits or proceedings or regulatory investigations before any court or administrative body or arbitration tribunal pending or, to its knowledge, threatened against it that might affect its ability to perform its obligations under this Agreement; and (d) its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or law). A3.2 The Supplier represents and warrants that: (a) it is validly incorporated, organised and subsisting in accordance with the Contract Laws of its place of incorporation; (b) it has full capacity and that the Contract authority to enter into and to perform this Agreement; (c) this Agreement is executed by a its duly authorised representative of the Contractorrepresentative; b(d) as at the Commencement Date, it has all information contained in the Tender remains true, accurate necessary consents and not misleading, save as may have been specifically disclosed in writing regulatory approvals to the Authority prior to execution of enter into this ContractAgreement; c(e) there are no claim is being asserted and no litigationactions, arbitration suits or proceedings or regulatory investigations before any court or administrative proceeding is presently in progress body or arbitration tribunal pending or, to the best of its knowledge and beliefknowledge, pending or threatened against it or any of its assets which will or Affiliates that might have a material adverse effect on affect its ability to perform its obligations under the Contractthis Agreement; d(f) its execution, delivery and performance of its obligations under this Agreement will not constitute a breach of any Law or obligation applicable to it and will not cause or result in a default under any agreement by which it is bound; (g) its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or law); (h) all written statements and representations in any written submissions made by the Supplier as part of the procurement process, including without limitation its response to the selection questionnaire and ITT (if applicable), its tender and any other documents submitted remain true and accurate except to the extent that such statements and representations have been superseded or varied by this Agreement or to the extent that the Supplier has otherwise disclosed to the Authority in writing prior to the date of this Agreement; (i) it has notified the Authority in writing of any Occasions of Tax Non-Compliance and any litigation in which it is involved that is in connection with any Occasion of Tax Non-Compliance; (j) it has all necessary rights in and to the Licensed Software, the Third Party IPRs, the Supplier Background IPRs and any other materials made available by the Supplier (and/or any Sub-contractor) to the Authority which are necessary for the performance of the Supplier’s obligations under this Agreement and/or the receipt of the Services by the Authority; (k) the Financial Model is a true and accurate reflection of the Fees and Supplier Profit Margin forecast by the Supplier and the Supplier does not have any other internal financial model in relation to the Services inconsistent with the Financial Model; (l) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contractthis Agreement; e(m) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s Supplier’s assets or revenue; f(n) it has and will continue within the previous twelve (12) months, no Financial Distress Events have occurred or are subsisting (or any events that would be deemed to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations be Financial Distress Events under this Contract; gAgreement had this Agreement been in force) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender there are to the best of its knowledge, information and belief, true and accurate and currently no matters that it will advise the Authority is aware of any fact, matter that could cause a Financial Distress Event to occur or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;subsist.

Warranties. 8.1 The Contractor warrants, Recipient represents and undertakes for the duration of the Contract Period warrants that: (a) (corporate power): it has full capacity the corporate power to own its assets and to carry on its business as it is now being conducted; (b) (authority): it has the right, power and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into into, perform and perform observe its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractorthis Funding Agreement; b(c) as (authorisations): the execution, delivery and performance of this Funding Agreement has been duly and validly authorised by it; (d) (binding obligations): this Funding Agreement constitutes legal, valid and binding obligations and is enforceable in accordance with its terms, subject to laws generally affecting creditors’ rights and to principles of equity; (e) (transaction permitted): it will not be breaching any Law, Authorisation or agreement by signing and performing this Funding Agreement; (f) (no misleading information): all information provided to the Department (including in the Application): (1) is true, correct and complete in all material respects; and (2) is not misleading, at the time: (3) given to the Department; and (4) throughout the term of this Funding Agreement, including at the Commencement Date, all information contained in Date and the Tender remains true, accurate and not misleading, save as may have been specifically disclosed date each Funds Payment Request is submitted (other than to the extent that the Recipient has given the Department prior notice in writing to the Authority prior to execution of this Contractotherwise); c(g) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently (not a trustee): it does not enter into this Funding Agreement as trustee of any trust (unless otherwise stated in progress or, this Funding Agreement); (h) (conflicts of interest): to the best of its knowledge after making diligent inquiry, and beliefexcept as otherwise disclosed to the Department, pending no conflict of interest exists or threatened against it or any is likely to arise in the performance of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contractthis Funding Agreement; d(i) (employee entitlements) it is not subject to any contractual obligation, compliance with which is likely judicial decision against it relating to have a material adverse effect on its ability to perform its obligations employee entitlements (not including decisions under appeal) where it has not paid the Contractclaim; e(j) no proceedings or other steps have been taken (Licensed Materials): the Licensed Materials, and not discharged (nor, to the best of its knowledge, are threatened) for the winding up Recipient’s knowledge the Department’s use of the Contractor or for its dissolution or for the appointment of a receiverLicensed Materials in accordance with this Funding Agreement, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to not infringe the Intellectual Property Rights in all materials used by or Moral Rights of any person or entity; (k) (legal capacity): it has full legal capacity to: (1) own its own property; (2) undertake the Contractor for the purpose of providing the Services and/or delivered to the Authority; hProject; (3) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response case of the Recipient enter into this Funding Agreement; and (4) to carry out the Invitation transactions that each of these contemplate (as applicable); (l) (financial capacity): it has, or will have, sufficient funds to Tender complete the Project; (m) (insolvency): no Insolvency Event has occurred, and there are no reasonable grounds to suspect that an Insolvency Event will occur, in respect of the best of Recipient; and (n) (qualifications): the Recipient, its Personnel and Subcontractors are fit and proper people that have (without limitation) the necessary experience, skill, knowledge, information expertise and beliefcompetence to undertake the Project: (1) consistent with Good Industry Practice; (2) consistent with Good Electricity Industry Practice; and (3) holding (or will hold when required) such licences, true and accurate and that it will advise permits or registrations as are required under any State, Territory or Commonwealth legislation to undertake the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;Project.

Warranties. 8.1 The Contractor warrants, represents Summer warrants to Spring and undertakes for the duration of the Contract Period Autumn that: a(A) Schedule 1 sets out all Equity Interests held by Summer and its Affiliates in Spring and Autumn at the date of this agreement and Summer confirms that (except in respect of the Equity Interests marked with a ** in Schedule 1 lent out under the Existing Framework Agreement) it has full capacity and authority and all necessary consents is the registered holder of (including where its procedures so require, or is otherwise able to control the consent of its parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative exercise of the Contractor;voting rights attaching to) the Spring Shares against its and its Affiliates names therein; and b(B) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution date of this Contract; c) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against agreement neither it or nor any of its assets Affiliates owns any Equity Interest or has any other legal or beneficial interest in any other security conferring voting rights in either Spring or Autumn other than as set out in (A) above. Notwithstanding any other provisions of this agreement, for the purposes of clauses 2, 4 and 6, shares in Spring (marked with a * in Schedule 1) (or shares derived therefrom) which will have been lent to Xxxxxx Brothers International (Europe) to be on-lent to third parties shall be deemed not to be shareholdings or might have Equity Interests held by Summer or its Affiliates to the extent Summer or its Affiliates (as applicable) are unable at the relevant time to control the voting rights attaching to such Equity Interests. 8.2 Each party hereto warrants to the other parties hereto that: (A) it is a material adverse effect on legal entity duly organised or formed, validly existing and in good standing (insofar as such term applies as a legal concept in the jurisdiction of incorporation of such party) under the laws of its ability jurisdiction of organisation or formation, and has all requisite power and capacity, and is duly and validly authorised, to execute and deliver this agreement and to perform its obligations under hereunder, and no other actions or proceedings are necessary to authorise the Contract;execution and delivery by it of this agreement and the performance of its obligations hereunder. This agreement constitutes its legal, valid and binding obligations, and is enforceable against it in accordance with its terms; and d(B) the execution and delivery of this agreement by it does not, and the performance of this agreement by it will not result in or constitute a violation of any obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to it or by which it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings bound or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;affected.

Warranties. 8.1 (a) The Contractor warrants, Recipient warrants and represents to the Department as at the date of this Agreement and undertakes for during the duration of the Contract Period Term that: a(i) if the Recipient is a body corporate, it is duly incorporated and validly existing under the laws of the place of its incorporation; (ii) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) power to enter into and perform its obligations under this Agreement and to carry out the Contract Project; (iii) entry into this Agreement, the performance of its obligations under this Agreement and that the Contract is executed by a duly authorised representative completion of the Contractortransactions contemplated by this Agreement have been duly authorised; (iv) the Agreement is a valid and binding obligation enforceable according to its terms; (v) neither the execution nor the performance of this Agreement has or will breach any provision of: (A) a law or treaty or a judgment, decree, ruling, order or decree of a Government Agency binding on it; or (B) any other document which is binding on it or its assets; and (vi) the Recipient holds or will hold all approvals, licences, permits, registrations, agreements and consents required by Law or a Government Authority to undertake the Project, including in respect of land access, native title, heritage and environment, prior to commencing the Project. (b) If the Proposal includes any ground-based or airborne geophysical surveys over or in respect of any Other Titles, the Recipient warrants and represents to the Department as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution date of this Contract;Agreement and during the Term that the Recipient has obtained the unconditional and irrevocable written consent of the holders of the Other Titles: c) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; d) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatenedi) for the winding up relevant Third Party Service Provider to undertake the surveys and associated Raw Data processing and analysis as described in the Proposal; and (ii) for the public release of the Contractor or for its dissolution or for Submission Items (to the appointment extent these contain Data collected in respect of a receiverthe relevant Other Titles) at the expiry of the Confidentiality Period in accordance with clause 5.6, administrative receiver, liquidator, manager, administrator or similar officer in relation to and acknowledgement from the holders of the Other Titles that they will not receive any of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations Funding Amount under this Contract;Agreement or otherwise. g(c) it has The Recipient must take all steps and will continue to have provide all necessary rights in information and documents with regard to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements warranties and representations as the Department may reasonably require and give the Department and its legal representatives such assistance and facilities as they may reasonably require to enable them to fully investigate the accuracy of the warranties and representations referred to in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;this clause.

Warranties. 8.1 7.1 The Contractor warrants, represents and undertakes for the duration of the Contract Period Client warrants that: (a) it has the full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Contract this Agreement and that the Contract this Agreement is executed by a duly authorised representative of the ContractorClient and that any person representing the Client who issues any orders, requests or any Change Requests are authorised by the Client to do so on its behalf; (b) it has the authority to grant any rights to be granted to the Supplier under this Agreement, including the right to provide the Software and Hardware to the Supplier as at indicated in this Agreement and for the Commencement Date, all information contained same to be used in the Tender remains trueprovision of the Managed Services and otherwise in connection with this Agreement; (c) it will comply with and use the Managed Services in accordance with the terms of this Agreement and all applicable laws, accurate and shall not misleadingdo any act that shall infringe the rights of any third party including the publishing or transmission of any materials contrary to relevant laws; (d) it owns or has obtained valid licences, save as may have been specifically disclosed in writing consents, permissions and rights to use, and where necessary to licence to the Authority prior to execution Supplier, any materials reasonably necessary for the fulfilment of this Contract; c) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform all its obligations under the Contractthis Agreement, including any third-Party licences and consents in respect of any Client Software; d) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; (e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has conducted appropriate due diligence on the Supplier and will continue the Managed Services to hold all necessary ensure it meets the Client’s requirements; and (if anyf) regulatory approvals from the Regulatory Bodies necessary Supplier's use in the provision of the Managed Services or otherwise in connection with this Agreement of any third-party materials, including any Hardware or Software supplied by the Client to perform the Contractor's obligations under Supplier for use in the provision of the Managed Services or otherwise in connection with this Contract;Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party. g7.2 The Supplier warrants and represents that: (a) it has the full capacity and will continue authority to have all necessary enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier; (b) it owns or has obtained valid licences, consents, permissions and rights in to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Client's use and receipt of the Managed Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached; (c) it will comply with the requirements under Clause 18 of this Agreement; and (d) the Client's use of any Supplier Software shall not cause the Client to infringe the rights, including any Intellectual Property Rights, of any third party. 7.3 The Supplier shall use reasonable endeavours to pass through any warranties from the Manufacturer that it is able to for the benefit of the Client including a warranty period which shall be notified to the Client, if applicable. 7.4 Except for any warranties as set out in Clause 7.3, the Goods are provided on an “as is” basis, and Client’s use of the Goods is at its own risk. Supplier does not make, and hereby disclaims, any and all materials used other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice. 7.5 The Supplier shall not be liable for any faults with the Goods' if: (a) the defect arises because the Client failed to follow the Supplier's and/or its Manufacturer’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same; (b) the Client alters or repairs such Goods without the written consent of the Supplier; (c) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or (d) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements. 7.6 The Supplier's only liability to the Client if the Goods fail to comply is as set out in Clause 7.3. 7.7 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Agreement. 7.8 The terms of the Agreement shall apply to any repaired or replacement Goods supplied by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;Supplier.

Warranties. 8.1 7.1 The Contractor warrants, represents and undertakes for Seller warrants to the duration Buyer that each of the Contract Period that:Seller’s Warranties is of the date of this Agreement, and will at Closing be, true and accurate. a) 7.2 The Buyer confirms that it has full capacity not entered into this Agreement or any other Transaction Document in reliance upon any representation, warranty or undertaking other than those expressly contained herein or any other Transaction Document and authority acknowledges that it has not relied on, and all necessary consents will (including where its procedures so requirein the absence of fraud) make no claim in respect of any such representation, warranty or undertaking made or supplied by or on behalf of the Seller or any other person whatsoever. Without limiting the general nature of the foregoing, the consent of its parent company) Buyer confirms that it has not relied on, has not been induced to enter into this Agreement by, and perform its obligations under will make no claim against, the Contract and that the Contract is executed Seller or any other person whatsoever in respect of any budget, forecast or other projection of any nature made or supplied by a duly authorised representative or on behalf of the Contractor;Seller. 7.3 Subject to, and without prejudice to the rights of the Buyer under, the Management Warranty Deeds, the Buyer undertakes to the Seller not (except in the case of fraud) to initiate or pursue (either directly or through any other person including without limitation, any Group Member) proceedings of any kind against any present or former director, officer or employee (a) of the Seller or of Lion, or (b) as at of any Affiliate of the Commencement DateSeller or of Lion in respect of any conduct, all information contained default or omission of any such person prior to Closing or in the Tender remains truerespect of any warranty, accurate and not misleading, save as may have been specifically disclosed in writing representation or statement made to the Authority prior to execution Buyer (or any member of this Contract; c) no claim is being asserted and no litigationthe same group of companies as the Buyer, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will their respective advisers) in each case in connection with the transactions contemplated by this Agreement. Any present or might have a material adverse effect on its ability to perform its obligations under the Contract; d) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, former manager, administrator or similar officer in relation to director, officer, employee of any of the Contractor‟s assets entities referred to in (a) or revenue;(b) shall be entitled to directly enforce this Clause. f7.4 The Seller undertakes to the Buyer not (except in the case of fraud) it to initiate or pursue (either directly or through any other person) proceedings of any kind against any present or former manager, director, officer, employee (a) of any Group Member; (b) of the Buyer or (c) of any Affiliate of the Buyer in respect of any conduct, default or omission of any such person prior to Closing or in respect of any warranty, any representation or statement made to the Seller (or any member of the Lion Group, or any of their respective advisers) in each case in connection with the transactions contemplated by this Agreement. Any present or former manager, director, officer or employee of the entities referred to in (a) or (b) shall be entitled to directly enforce this Clause. 7.5 Each of the Seller’s Warranties shall be separate and independent and shall continue in full force and effect notwithstanding Closing. 7.6 The Seller acknowledges that the Buyer has entered into this Agreement on the basis of the Seller’s Warranties and will continue to hold all necessary (if any) regulatory approvals from in reliance on them, and liability under the Regulatory Bodies necessary to perform the Contractor's obligations Seller’s Warranties or otherwise under this Contract; g) it has and will continue to have all necessary rights Agreement shall not in and to the Intellectual Property Rights in all materials used any way be modified or discharged by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;Closing.

Warranties. 8.1 The Contractor warrants, represents Each Collaboration Supplier warrant and undertakes for the duration of the Contract Period represent that: a) : it has full capacity and authority and all necessary consents (including but not limited to, where its procedures so require, the consent of its parent company) to enter into and to perform its obligations under the Contract this Agreement and that the Contract this Agreement is executed by a duly authorised representative of the Contractor; bCollaboration Supplier; and its obligations hereunder shall be performed by appropriately experienced, qualified and trained personnel with all due skill, care and diligence including but not limited to good industry practice and (without limiting the generality of this Clause 7) in accordance with its own established internal procedures. Except as at the Commencement Dateexpressly stated in this Agreement, all information contained warranties and conditions, whether express or implied by statute, common law or otherwise (including but not limited to fitness for purpose) are hereby excluded to the extent permitted by law. LIMITATION OF LIABILITY None of the parties exclude or limit their liability for death or personal injury resulting from negligence, or for any breach of any obligations implied by Section 2 of the Supply of Goods and Services Xxx 0000. Nothing in this Agreement shall exclude or limit the liability of any party in respect of fraud or fraudulent misrepresentation. Subject always to Clauses 8.1 and 8.2, the liability of the Customer to any Collaboration Suppliers for all claims (by way of indemnity or otherwise) arising whether in contract, tort (including negligence), misrepresentation (other than where made fraudulently), breach of statutory duty or otherwise under this Agreement (excluding Clause 6.4, which shall be subject to the limitations of liability set out in the Tender remains truerelevant Contract) shall be limited to [ (£ ,000)]. Subject always to Clauses 8.1 and 8.2, accurate the liability of each Collaboration Supplier for all claims (by way of indemnity or otherwise) arising whether in contract, tort (including negligence), misrepresentation (other than where made fraudulently), breach of statutory duty or otherwise under this Agreement shall be limited to [Customer to specify]. Subject always to Clauses 8.1, 8.2 and not misleading8.6 and except in respect of liability under Clause 6 (excluding Clause 6.4, save as may have been specifically disclosed in writing which shall be subject to the Authority prior limitations of liability set out in the [relevant contract] [Call Off Contract]), in no event shall any party be liable to execution any other for: indirect loss or damage; special loss or damage; consequential loss or damage; loss of profits (whether direct or indirect); loss of turnover (whether direct or indirect); loss of business opportunities (whether direct or indirect); and/or damage to goodwill (whether direct or indirect). Subject always to Clauses 8.1 and 8.2, the provisions of Clause 8.5 shall not be taken as limiting the right of the Customer to amongst other things, recover as a direct loss any: additional operational and/or administrative costs and expenses arising from a Collaboration Supplier’s Default; and/or wasted expenditure or charges rendered unnecessary and/or incurred by the Customer arising from a Collaboration Supplier's Default. DISPUTE RESOLUTION PROCEDURE All disputes between any of the parties arising out of or relating to this Contract; c) no claim is being asserted and no litigationAgreement shall be referred, arbitration or administrative proceeding is presently by any party involved in progress orthe dispute, to the best representatives of its knowledge the parties specified in the Detailed Collaboration Plan. If the dispute cannot be resolved by the parties' representatives nominated under Clause 9.1 within a maximum of five (5) Working Days (or such other time as otherwise agreed in writing by the parties) after it has been referred to them under Clause 9.1, then except where a party seeks urgent injunctive relief, the parties shall refer it to mediation pursuant to the procedure set out in Clause 9.3 unless the Customer considers (acting reasonably and belief, pending or threatened against it or considering any of its assets which will or might have a material adverse effect on its ability objections to perform its obligations under mediation raised by the Contract; dother parties) it that the dispute is not subject suitable for resolution by mediation. The procedure for mediation and consequential provisions relating to any contractual obligationmediation are as follows: a neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the parties or, compliance with which is likely if they are unable to have agree upon a material adverse effect on its ability to perform its obligations under the Contract; eMediator within ten (10) no proceedings or other steps have been taken and not discharged (nor, Working Days after a request by one party to the best of its knowledgeother parties to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, are threatenedany party shall within ten (10) for Working Days from the winding up date of the Contractor proposal to appoint a Mediator or for its dissolution within ten (10) Working Days of notice to the parties that he is unable or for unwilling to act, apply to the Chairman of the Law Society to appoint a Mediator; the parties shall within ten (10) Working Days of the appointment of the Mediator meet with him in order to agree a receiverprogramme for the exchange of all relevant information and the structure to be adopted for negotiations to be held; unless otherwise agreed by the parties in writing, administrative receiverall negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the parties in any future proceedings; if the parties reach agreement on the resolution of the dispute, liquidatorthe agreement shall be reduced to writing and shall be binding on the parties once it is signed by their duly authorised representatives; failing agreement, manager, administrator or similar officer in relation to any of the Contractor‟s assets parties may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to this Agreement without the prior written consent of all the parties; and if the parties fail to reach agreement in the structured negotiations within twenty (20) Working Days of the Mediator being appointed, or revenue; f) it has and will such longer period as may be agreed by the parties, then any dispute or difference between them may be referred to the courts. The parties must continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's their respective obligations under this Contract; g) it has Agreement and will continue to have all necessary rights in and to under their respective Contracts pending the Intellectual Property Rights in all materials used by the Contractor for the purpose resolution of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;a dispute.

Warranties. 8.1 9.1 The Contractor warrants, represents and undertakes for the duration of the Contract Period Client warrants that: a) it has the full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Contract this agreement and that the Contract this agreement is executed by a duly authorised representative of the ContractorClient; b) it has the authority to grant any rights to be granted to the Supplier under this agreement, including the right to provide the Software and Hardware to the Supplier as at indicated in this agreement and for the Commencement Date, all information contained same to be used in the Tender remains true, accurate provision of the Managed Services and not misleading, save as may have been specifically disclosed otherwise in writing to the Authority prior to execution of connection with this Contractagreement; c) no claim is being asserted it will comply with and no litigationuse the Managed Services in accordance with the terms of this agreement and all applicable laws, arbitration and shall not do any act that shall infringe the rights of any third party including the publishing or administrative proceeding is presently in progress or, transmission of any materials contrary to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contractrelevant laws; d) it is not subject owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to license to the Supplier, any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform materials reasonably necessary for the fulfilment of all its obligations under this agreement, including any third-party licences and consents in respect of any Client Software; and e) the ContractSupplier's use in the provision of the Managed Services or otherwise in connection with this agreement of any third-party materials, including any Hardware or Software supplied by the Client to the Supplier for use in the provision of the Managed Services or otherwise in connection with this agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party. 9.2 The Supplier warrants and represents that: a) it has the full capacity and authority to enter into and perform this agreement and that this agreement is executed by a duly authorized representative of the Supplier; b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this agreement including for the Client's use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached; c) it will comply with all applicable laws in performing its obligations under this agreement; d) the Client's use of any third-party materials, including any materials supplied by the Supplier to the Client, shall not cause the Client to infringe the rights, including any Intellectual Property Rights, of any third party; e) no proceedings any software, system or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up telecommunications provided by or on behalf of the Contractor Supplier will be tested for Viruses and any identified Viruses deleted in accordance with Good Industry Practice before the date of delivery or for its dissolution use of such software, systems or for telecommunications by the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue;Supplier; and f) it has all personnel and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials sub-contractors used by the Contractor Supplier in the performance of this agreement are adequately skilled and experienced for the purpose of providing the Services and/or delivered activities they are required to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;perform.

Warranties. 8.1 The Contractor warrantsrepresents, represents warrants and undertakes covenants that: 8.3.1 The Person executing this Contract for the duration Contractor is an authorized agent who has actual authority to bind the Contractor to each and every term, condition, and obligation of this Contract and that all actions required of the Contractor to provide such actual authority have been fulfilled. 8.3.2 The Services will be performed in a professional, competent, and timely manner by appropriately qualified Contractor personnel in accordance with this Contract and consistent with industry best practices. 8.3.3 The VSAP Solution shall conform to the Specifications and requirements set forth in this Contract without material deviations for the period commencing upon the effective date of the Contract Period that:and continuing through the expiration or termination of Maintenance and Support Services Period. Contractor shall institute quality controls, including suitable testing procedures if any, to ensure that the VSAP Solution complies with the Specifications in a manner consistent with the highest applicable industry standards. Upon the County's reasonable request, the County shall have the right to review Contractor's quality controls in order to verify and/or improve the quality of the VSAP Solution. This right of review includes the right to verity that there is no existing pattern or repetition of customer complaints regarding the VSAP Solution, including functionality or performance issues, and that Contractor’s engineers have not currently identified any a) 8.3.4 That Contractor shall not negligently cause any unplanned interruption of the operations of, or accessibility to the VSAP Solution or any component through any device, method, or means including, without limitation, the use of any “virus,” “lockup,” “time bomb,” “key lock,” “worm,” “back door,” or “Trojan Horse” device or program, or any disabling code, which has the potential or capability of compromising the security of County’s Confidential Information or of causing any unplanned interruption of the operations of, or accessibility of the VSAP Solution or any component to the County or any user or which could alter, destroy, or inhibit the use of the VSAP Solution or any component, or the data contained therein (collectively, “Disabling Device[s]”), which could block access to or prevent the use of the VSAP Solution or any component by the County or users. Contractor represents, warrants, and agrees that it has full capacity not purposely placed, nor is it aware of, any Disabling Device in any VSAP Solution component provided to the County under this Contract, nor shall Contractor knowingly permit any subsequently delivered or provided VSAP Solution component to contain any Disabling Device. In addition, Contractor shall prevent viruses from being incorporated or introduced into the VSAP Solution or Updates thereto prior to the installation onto the VSAP Solution and authority and all necessary consents (including where its procedures so require, shall prevent any viruses from being incorporated or introduced in the consent process of its parent company) to enter into and perform its obligations under Contractor’s performance of on-line support. 8.3.5 That the Contract and that the Contract is executed by a duly authorised representative Contractor designed or developed components of the Contractor; b) as at VSAP Solution and approved Contractor Pre-existing Materials will not infringe the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution Intellectual Property rights of this Contract; c) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to any third-party. To the best of its Contractor’s knowledge and beliefsubject to Section 8.23.2, any Third-Party Intellectual Property required by, incorporated in, or integrated into the VSAP Solution will not infringe the Intellectual Property rights of any third-party. 8.3.6 There is no pending or threatened against it or any of its assets which will or might litigation that would have a material adverse effect impact on its ability to perform its obligations performance under the Contract; d) it is not subject to any contractual obligation. In addition, compliance with which is likely to have Contractor also represents and warrants that based on pending actions, claims, disputes, or other information, Contractor has no knowledge of a material adverse effect on its ability failure of the VSAP Solution to perform its obligations in accordance with the Specifications. 8.3.7 To the extent permissible under the Contract; e) no proceedings or other steps have been taken applicable third-party Contracts, Contractor hereby assigns and not discharged (nor, agrees to deliver to the best of County all representations and warranties received by Contractor from its knowledgethird-party licensors and suppliers, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;including hardware vendors.

Warranties. 8.1 13.1 The Contractor warrants, Customer warrants and represents and undertakes for to the duration of the Contract Period thatSupplier: (a) that it has full capacity the legal right and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Contract and this Agreement; and (b) that the Contract is executed by a duly authorised representative use of the ContractorCustomer Works, and any other works or materials provided by or on behalf of the Customer to the Supplier for the purpose of assisting with or enabling the development of the Software, by the Supplier in accordance with the terms of this Agreement will not: (i) infringe any person's Intellectual Property Rights or other legal rights; b(ii) as at breach any laws, statutes or regulations; or (iii) give rise to a cause of action against the Commencement DateSupplier or the Customer or any other person, all information contained in the Tender remains true, accurate each case in any jurisdiction and not misleading, save as may have been specifically disclosed in writing under any applicable law. 13.2 The Supplier warrants and represents to the Authority prior Customer: (a) that it has the legal right and authority to execution of this Contract; c) no claim is being asserted enter into and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contractthis Agreement; d(b) that it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to will perform its obligations under the Contractthis Agreement with reasonable care and skill; (c) that the Software (excluding the Customer Works) will at the date of delivery of the Software and thereafter meet the Acceptance Criteria; (d) that the use of the Supplier Software / Software (excluding the Customer Works) by the Customer in accordance with the terms of this Agreement will not: (i) infringe any person's Intellectual Property Rights or other legal rights; (ii) breach any laws, statutes or regulations; or (iii) give rise to a cause of action against the Supplier or the Customer or any other person (e) no proceedings or other steps have been taken That it will use best endeavours to achieve the SLA response targets and not discharged (nor, to provide a solution to the best of its knowledgeissues within as quickly as possible. 13.3 The Customer acknowledges that: (a) complex software is never wholly free from defects, are threatenederrors and bugs, and the Supplier gives no warranty or representation that the Software will be wholly free from such defects, errors and bugs; (b) for the winding up of Supplier has designed the Contractor Software to work in the Environment, and the Supplier does not warrant or for its dissolution represent that the Software will work in any other hardware or for software environment; (c) the appointment of a receiverSupplier does not warrant or represent that the Software will be compatible with any application, administrative receiverprogram or software not specifically identified as compatible in Schedule 1; and (d) the Supplier will not and does not purport to provide any legal, liquidator, manager, administrator taxation or similar officer accountancy advice under this Agreement or in relation to the Software and (except to the extent expressly provided otherwise) the Supplier does not warrant or represent that the Software will not give rise to any civil or criminal legal liability on the part of the Contractor‟s assets Customer or revenue;any other person. f) it has and will continue to hold all necessary (if any) regulatory approvals from 13.4 All of the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements parties' warranties and representations in respect of the Contractor's Response to subject matter of this Agreement are expressly set out in the Invitation to Tender are to terms of this Agreement. To the best maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of its knowledge, information and belief, true and accurate and that it this Agreement will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;implied into this Agreement.

Warranties. 8.1 The Contractor warrants, 15.1 Each Party represents and undertakes for warrants to the duration other Party as of the Contract Period thatEffective Date: (a) it has full capacity all requisite corporate power and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into this Agreement and to perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractorthis Agreement; (b) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of this ContractAgreement and the performance by such Party of its obligations hereunder have been duly authorized by all necessary corporate action on the part of such Party; (c) this Agreement is legally binding and enforceable on such Party in accordance with its terms, subject to all limitations of bankruptcy, liquidation, reorganization, insolvency, moratorium and enforcement of creditors’ rights generally, general principles of equity (including without limitation those relating to specific performance, injunctions and other remedies); (d) the performance of this Agreement by it does not create a breach or default under any other agreement to which it is a party; (e) all necessary consents, approvals, and authorizations of all government authorities, Regulatory Authorities and other persons required to be obtained by such Party as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained; (f) no claim is being asserted broker, finder or similar agent has been employed by or on behalf of such Party and no litigationThird Party with which such Party has had any dealings or communications of any kind is entitled to any brokerage commission, arbitration finder’s fee or administrative proceeding is presently any similar compensation, in progress connection with this Agreement; (g) there are no pending or, to the best of its knowledge and beliefsuch Party’s knowledge, threatened judicial, administrative or arbitral actions, claims, suits or proceedings pending as of the Effective Date against such Party which, either individually or threatened against it or together with any of its assets which other, will or might have a material adverse effect on its the ability of such Party to perform its obligations under this Agreement or any agreement or instrument contemplated hereby. 15.2 UCB represents and warrants to Dermira as at the ContractEffective Date: (a) UCB or its Affiliates owns all right, title and interest in the Patent Rights listed in Schedule 14 and has not granted to any Third Party a right which is still in force to Develop the Product in the Development Indication, or to undertake any Dermira Commercial Activities or Medical Affairs activities to be undertaken by Dermira for the Product in the Promotion Indication or Development Indication in the Promotion Territory; (b) UCB has not granted to any Third Party any rights or licenses which are still in force under the Patent Rights listed in Schedule 14 or licensed under the Third Party Licenses, or under the Cimzia® Trademarks, or with respect to the Product and/or the UCB Background IP, that would conflict with the licenses granted to Dermira under this Agreement or rights of Dermira under Section 12, or constitute a grant of present or future right to such Third Party to Develop the Product in the Development Indication in the Development Territory, or to conduct the Dermira Commercial Activities or Medical Affairs activities in the Promotion Territory; (c) there is no judgment by a court of competent jurisdiction against UCB with respect to patent infringement of the Patent Rights licensed by UCB to Dermira pursuant to Section 14 or misappropiration of a trade secret relating to the Product that would affect the Development of the Product in the Current Presentation in the Development Indication in the Development Territory, or the Commercialisation of the Product in the Current Presentation in the Promotion Indication or the Development Indication in the Promotion Territory; (d) it [*] there are no existing or threatened claims or litigation with respect to patent infringement or misappropriation of a trade secret that would affect the Development of the Product in the Current Presentation in the Development Indication in the Development Territory, or the Commercialisation of the Product in the Promotion Indication or the Development Indication in the Promotion Territory. [*]; (e) [*] the Development of the Product in the Current Presentation in the Development Indication, and the sale and promotion of the Product in the Current Presentation in the Promotion Territory in the Development Indication and in the Promotion Indication, will not infringe an issued and unexpired Patent, which has not been held invalid or unenforceable, of any Third Party. [*]; (f) [*], UCB has not failed to disclose or otherwise make available to Dermira any available information concerning the quality, toxicity, safety and/or efficacy of the Product in the Current Presentation which would materially impair the utility and/or safety of the Product; (g) UCB (i) has not received notice of breach of any the Third Party Licenses;(ii) is not subject aware of any fact or circumstance that would prohibit the grant of sublicenses to Dermira under the Third Party Licenses as required for Dermira to perform its activities contemplated under this Agreement; and (iii) in each instance in which the license granted by UCB to Dermira under this Agreement constitutes a sublicense under any Third Party Licence, has complied and/or will comply with its obligations under such Third Party Licence in connection with the grant of such sublicence; and (h) there is no Third Party claim or demand, litigation or proceeding which is pending or, to the knowledge of UCB, threatened, that challenges the validity, patentability or enforceability of any Patent Rights listed in Schedule 14. 15.3 Dermira represents and warrants to UCB as at the Effective Date that: (a) neither Dermira nor any of its Affiliates is Developing or Commercialising a Competing Product in the Promotion Territory or the Development Territory; (b) Dermira has not granted to any contractual obligationThird Party any rights or licenses which are still in force under the Dermira Background IP that would conflict with the licenses granted to UCB under this Agreement or rights of UCB under Section 12, compliance or constitute a grant of present or future right to such Third Party inconsistent with which is likely such rights granted by Dermira to have a material adverse effect on its UCB; and (c) there are no pending or threatened judicial, administrative or arbitral actions, claims, suits or proceedings which, either individually or together with any other, would adversely affect Dermira’s ability to perform its Development or Commercialisation obligations or any other obligation of Dermira under this Agreement, or any agreement entered into pursuant to this Agreement; and (d) Dermira makes no representation or warranty that the ContractDermira Background IP is valid, or that any Patent Rights within the Dermira Background IP that are patent applications will result in granted Patent Rights. 15.4 For the sake of clarity, except as expressly set forth in Section 15.2, UCB makes no representation or warranty that: (a) the Product is safe or efficacious; (b) [*]; (c) the UCB Background IP is valid; (d) any Patent Rights within the UCB Background IP that are patent applications will result in granted Patent Rights; or (e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to the Product, any of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor particular Product Labeling for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations Product in the Contractor's Response to Promotion Indication or any Product Labeling or Regulatory Approval in Development Indication will be obtained anywhere in the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;Territory.

Warranties. 8.1 The Contractor warrants, represents and undertakes for the duration Each of the Contract Period thatSellers hereby severally (and not jointly nor jointly and severally) warrants to the Buyer and the Guarantor, on an individual basis, in respect of himself or itself only: a(A) that it or he is the legal and beneficial owner of (or otherwise has full power to sell and transfer to the Buyer pursuant to this Agreement full legal and beneficial ownership of) the Shares shown as held by him in Schedule 1 and that each of such Shares is and when sold on Closing will be free from Encumbrances; (B) that he or it has all requisite power, authority and legal capacity to execute and deliver this Agreement and each of the Transaction Documents to which he or it is or will be a party, and in the case of a Seller which is stated herein to be a trust, body corporate or limited partnership, that it is duly constituted as such and has full capacity power and authority and (except for those set forth in the Conditions) has made all required registrations, declarations, notifications or filings with or to any court or governmental or administrative authority and has obtained all necessary consents (including where its procedures so requireconsents, the consent of its parent company) waivers, licences and corporate, regulatory and other approvals to enter into and perform its obligations under this Agreement and the Contract other Transaction Documents to which it is or is to become party; (C) this Agreement and that the Contract is Transaction Documents executed by a duly authorised representative of the Contractor; b) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may that Seller have been specifically disclosed in writing duly authorised, executed and delivered (and, with respect to any Transaction Documents that are to be executed after the Authority prior to execution date of this Contract;Agreement, such Transaction Documents will have been duly executed and delivered) by that Seller and, assuming the due authorisation, execution and delivery by the other parties thereto, constitute (and, with respect to any Transaction Documents that are to be executed after the date of this Agreement, will constitute) legal, valid and binding obligations of that Seller, enforceable against that Seller in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganisation, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights generally and by the application of general principles of equity; and c(D) no claim the execution and delivery of this Agreement and the Transaction Documents to which that Seller is being asserted or will be a party by that Seller and no litigationthe performance of and compliance with their terms and provisions will not conflict with or result in a breach of, arbitration or administrative proceeding constitute a default under, (i) the Organizational Documents of that Seller (if that Seller is presently in progress ornot a natural person), (ii) any agreement or instrument to the best of its knowledge and beliefwhich any such person is a party or by which it or he is bound, pending or threatened against it (iii) any Law that applies to or binds such Seller or any of its assets which or his property, in any such case (with respect to (ii) and (iii)) in a manner that will or might have a material adverse effect on its materially and adversely affect the ability of the Seller concerned to perform its obligations under the Contract; d) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings or other steps have been taken and not discharged (nor, to the best terms of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;Agreement.

Warranties. 8.1 7.1 The Contractor warrants, Company represents and undertakes for warrants to the duration of the Contract Period Trust that: (a) it It has full capacity and the requisite authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into this Agreement; (b) It has the full power and perform authority to assume all of its obligations under this Agreement; (c) No consent, approval, authorisation, or order of any court or governmental agency or body is required for the Contract consummation of the transactions contemplated by this Agreement; and (d) The execution, delivery, and performance of this Agreement will not result in a breach or violation of, or constitute a default under, any statue, regulation, or other law or agreement or instrument to which it is a party or by which it is bound, or any order, rule or regulation of any court or governmental agency of body having jurisdiction over it or any of its properties. (e) to the best of the Group’s actual knowledge, information and belief that, on the Effective Date and on the date of any Advance, each of the statements below are true and accurate in all respects, subject to matters fairly and accurately disclosed in the Disclosure Letter or otherwise through information disclosed in writing or by email to the Trust prior to the date of the relevant Disclosure Letter): (i) all facts and information reasonably believed by the Group to be material for disclosure to the Trust in connection with the grant of the Award (including in relation to the Company and/or Group) have been fairly and accurately disclosed to the Trust in writing, by email or in the Disclosure Letter; (ii) the Company is the sole legal and beneficial owner and, where registered, the sole registered proprietor of all the Background IPRs and Project IPRs free from all Encumbrances; (iii) no material Third Party IPRs are required for the Project and/or Exploitation of the Exploitation IPRs; (iv) all agreements, arrangements and obligations relating to material licensed-in IPRs are in writing, valid and in force and have not been the subject of any breach or default by any party or of any event which, with the giving of notice or lapse of time, would constitute a default and no notice has been given by any relevant party to terminate any of them; GIXXX XUILDING 210 XXXXXX XXXX XXXXXX XX0 0XX XX 29 T +40 (0)00 0000 0000 X +40 (0)00 0000 0000 XWX.XXXXXXXX.XX.XX REGISTERED CHARITY NO. 210183 TRUSTEE: THE WELLCOME TRUST LIMITED REGISTERED IN ENGLAND NO. 2711000 REGISTERED OFFICE: 210 XXXXXX XXXX XXXXXX XX0 0XX TA 09/11 FULL APPLICATION FOR A Translation Award (v) the Company and all counterparties have complied with their respective obligations under all agreements, arrangements and obligations relating to any material licensed-in IPRs, and no disputes or claims are pending or threatened in respect of any of them; (vi) there are no grounds for invalidity, termination, avoidance or repudiation of any agreements, arrangements or obligations in respect of any material licensed-in IPRs; (vii) no Third Party has given notice of its intention to terminate, or has sought to repudiate or disclaim any agreement, arrangement or obligation in respect of any material licensed-in IPRs; (viii) the Background IPRs and Project IPRs created pursuant to the SDD Project are not subject to any pending or threatened claims, challenges or proceedings save for examinations of the applications by patent offices; (ix) no Third Party has made unauthorised use of any Background IPRs and/or Project IPRs nor threatened to do so; and (x) the Company has not received notice of any allegation that the activities of the Company in relation to the Background IPRs infringe, any Third Party IPRs and the Company is not in receipt of actual knowledge that the activities of the Company in relation to the Background IPRs infringe any Third Party IPRs. 7.2 The Company acknowledges that the Company has given the Warranties with the intention of inducing the Trust to enter into this Agreement and, as the case may be, to the make the Advances on the achievement of each of the Milestones and that the Contract is executed by a duly authorised representative Trust has been induced to enter into this Agreement and make available the Award on the basis of and in full reliance on them. 7.3 Each of the Contractor;Warranties shall be construed as a separate and independent warranty and (save where expressly provided to the contrary) shall not be limited or restricted by reference to or inference from any other term of this Agreement or other Warranty save for the Disclosure Letter. GIXXX XUILDING 210 XXXXXX XXXX XXXXXX XX0 0XX XX 30 T +40 (0)00 0000 0000 X +40 (0)00 0000 0000 XWX.XXXXXXXX.XX.XX REGISTERED CHARITY NO. 210183 TRUSTEE: THE WELLCOME TRUST LIMITED REGISTERED IN ENGLAND NO. 2711000 REGISTERED OFFICE: 210 XXXXXX XXXX XXXXXX XX0 0XX TA 09/11 FULL APPLICATION FOR A Translation Award b) as at the Commencement Date, all information contained 7.4 Where any statement in the Tender remains trueWarranties is qualified by reference to the knowledge, accurate and not misleadingawareness or belief of the Company and/or Group, save as may have been specifically the Company and/or Group shall be deemed to be aware of all matters of which it had actual knowledge. 7.5 The Company will immediately cause to be disclosed in writing to the Authority prior to execution of this Contract; c) no claim is being asserted and no litigationTrust any fact, arbitration or administrative proceeding is presently in progress ormatters, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; d) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings circumstances or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation information which may become known to any of them which is a breach of or can reasonably be expected to be, or be likely to cause, a breach of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;Warranties.

Warranties. 8.1 10.1. The Contractor warrants, represents and undertakes for Supplier warrants to the duration of the Contract Period that:Customer that:‌ (a) it has full capacity all authorisations from all relevant third parties to enable it to supply the Goods without infringing any applicable law, regulation, code or practice or any third party’s rights and authority has all necessary internal authorisations to approve the execution and performance under the Agreement and/or any Contract and will produce evidence of that action to the Customer on its request; (b) it will ensure that the Customer is made aware of all relevant requirements of any applicable law, regulation or code of practice which applies or is relevant to the supply of the Goods to the Customer; (c) information in written or electronic format supplied by, or on behalf of, the Supplier to the Customer at any stage during the tender process, the negotiation process, the due diligence process or the term of the Agreement was complete and accurate in all material respects at the time it was supplied, and any amendments or changes to the previously supplied information will be provided to the Customer without delay; (d) the Supplier, and all necessary consents (including where its procedures so require, the consent of its parent companydirectors, officers, employees, affiliates, agents, suppliers and subcontractors, are not themselves, and are not or owned or controlled by any party that is, targeted by any Sanctions and Export Control Laws; (e) and the Supplier is not aware of, and does not have any reason to enter into suspect, any breach of Clause 12, and perform it is not aware and does not have any reason to suspect that performance of this Contract would put either party at risk of breaching any Sanctions and Export Control Laws; (f) it will not and will procure that none of its obligations under the Contract and that the Contract is executed by a duly authorised representative employees will accept any commission, gift, inducement or other financial benefit from any supplier or potential supplier of the Contractor;Customer; and b(g) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of this Contract; c) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best none of its knowledge and belief, pending directors or threatened against it officers or any of its assets which will the employees of the Supplier has any interest in any other supplier or might have potential supplier of the Customer or is a material adverse effect on its ability to perform its obligations under party to, or are otherwise interested in, any other transaction or arrangement with the Contract;Customer. d) it is not subject to 10.2. In case of any contractual obligation, compliance with which is situation constituting or likely to have lead to a material adverse effect on its ability to perform its obligations under breach of a warranty in Clause 10.1 during the Contract; e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up term of the Contractor or for its dissolution or for Agreement, the appointment Supplier shall: (a) notify the Customer in writing and without delay of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authoritysuch breach; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;and

Warranties. 8.1 The Contractor warrants, represents and undertakes for the duration of the Contract Period 12.1 Xxxxx warrants to Moorfield that: (a) it is a limited partnership duly organised and validly existing under the laws of Delaware; (b) it has full capacity power to own its assets, incur obligations, carry on its business and xxx and be sued in its own name; (c) it has the power and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into this Agreement and any other documents to be executed in connection with it and to fully perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractorthem in accordance with their terms; b(d) as at the Commencement Date, all information contained obligations expressed to be assumed by it in the Tender remains true, accurate this Agreement and not misleading, save as may have been specifically disclosed any other documents to be executed in writing to the Authority prior to execution of this Contractconnection with it are lawful and valid obligations binding on it in accordance with their terms; c(e) no claim is being asserted and no litigationit does not require the consent, arbitration approval or administrative proceeding is presently in progress or, authority of any other person to the best of enter into or exercise its knowledge and belief, pending rights or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under this Agreement or any other documents to be executed in connection with it; and (f) so far as it is actually aware and assuming that the Contract;Car Park Lease has been duly executed and put into effect: d(i) the proposed structure of the Company and its Subsidiary Undertakings; and (ii) the terms of this Agreement (ignoring the effects of Clause 4.6 solely for the purpose of this warranty) and all material documents referred to in this Agreement, comply at the date of this Agreement with the REIT Requirements (as defined in Clause 4.6). 12.2 Moorfield warrants to Xxxxx that: (a) it is not subject a company duly incorporated and organised and validly existing under the laws of its jurisdiction of incorporation; (b) it has power to any contractual obligationown its assets, compliance with which is likely to have a material adverse effect incur obligations, carry on its ability business and xxx and be sued in its own name; (c) it has the power and authority to enter into this Agreement and any other documents to be executed in connection with it and to fully perform its obligations under the Contractthem in accordance with their terms; (d) the obligations expressed to be assumed by it in this Agreement and any other documents to be executed in connection with it are lawful and valid obligations binding on it in accordance with their terms; (e) no proceedings it does not require the consent, approval or authority of any other steps have been taken and not discharged person to enter into or exercise its rights or perform its obligations under this Agreement or any other documents to be executed in connection with it; and (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has provided Xxxxx with a list of all persons and will continue to hold all necessary entities that: (if anyi) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contractown (beneficially or otherwise) 10% of Moorfield; g(ii) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor Control Moorfield; or (iii) Moorfield acts for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;on behalf of.

Warranties. 8.1 The Contractor warrants18.1 Company warrants that it shall use its reasonable and diligent efforts to comply with all laws applicable to the purchase, storage, transport, labeling, distribution or commercialization by it of Products, shall comply with the U.S. Export Administration laws and regulations and shall not export or re-export any technical data or Intellectual Property, or the direct products of such technical data or Intellectual Property, or Products to any prohibited country listed in the U.S. Export Administration Regulations unless properly authorized to do so by the U.S. government. 18.2 Licensor represents and undertakes for warrants to Company that the duration following statements are true and accurate in all material respects as follows: (a) It has sufficient right and title to and ownership of, and is sufficiently free and clear of all liens, claims and encumbrances of any nature on, the Intellectual Property to grant to Company the various rights and licenses granted to Company under this Agreement; (b) It has not done, will not do nor agree to do during the term of this Agreement, any of the Contract Period that: a) following things if to do so would be materially inconsistent with the exercise by Company of the rights granted to it has full capacity and authority and all necessary consents (under this Agreement, including where its procedures so requireassign, mortgage, hypothecate, or otherwise transfer any of the Intellectual Property, including without limitation, the consent Patents, or any of its parent companyrights or obligations under this Agreement; (c) Except for standard rights granted to the United States government in connection with Small Business Innovation Research grants, no Third Party owns any rights in the Intellectual Property that would adversely affect any of the rights and licenses granted to Company under this Agreement; (d) No Third Party owns any rights which would be infringed by the use of the Products or the exercise of Company rights under the License to the Intellectual Property in accordance with provisions of this Agreement. (e) In the event Company consults with Licensor regarding future intended uses of the Products, Licensor shall, in good faith, disclose to Company any Third Party rights of which it is aware which might be infringed by such uses of the Products. (f) It is duly authorized and empowered to enter into and perform its obligations under this Agreement; and the Contract execution and that the Contract is executed by a duly authorised representative of the Contractor; b) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution performance of this Contract; c) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; d) it is Agreement by Licensor does not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledgenot conflict with or violate any contract, information and beliefagreement, true and accurate and that it will advise the Authority indenture, mortgage, instrument, writ, judgment, or order of any factcourt, matter arbiter or circumstance of governmental or quasi-governmental body to which it may become aware Licensor is a party or by which would render any such statement or representation to be false or misleading;Licensor is bound.

Warranties. 8.1 The Contractor Applicant warrants, undertakes and represents that: it has all necessary resources and undertakes for expertise to deliver the duration Project (assuming due receipt of the Contract Period that: a) Grant); it has full capacity and authority not committed, nor shall it commit, any Prohibited Act; it shall at all times comply with all Applicable Laws and all necessary consents (including where its procedures so requireapplicable codes of practice and other similar codes or recommendations, and shall notify the consent Funder immediately of its parent company) to enter into and perform its obligations under any significant departure from such legislation, codes or recommendations; it shall comply with the Contract and that the Contract is executed by a duly authorised representative requirements of the Contractor; b) as Health and Safety at Work etc. Xxx 0000 and any other acts, orders, regulations and codes of practice relating to health and safety, which may apply to employees and other persons working on the Commencement DateProject; it has and shall keep in place adequate procedures for dealing with any conflicts of interest; it has and shall keep in place systems to deal with the prevention of fraud and/or administrative malfunction; all financial and other information concerning the Applicant, all information contained in and the Tender remains trueProject, accurate and not misleading, save as may have which has been specifically disclosed in writing to the Authority prior to execution of this Contract; c) no claim Funder is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and beliefbelief true, complete and accurate and no change has occurred since the date on which the same was supplied to the Funder which renders the same untrue or misleading in any respect; it is not subject to any contractual or other restriction imposed by its own or any other organisation's rules or regulations or otherwise which may prevent or materially impede it from meeting its obligations in connection with the Grant; it is not aware of anything in its own affairs, which it has not disclosed to the Funder or any of the Funder's advisers, which might reasonably have influenced the decision of the Funder to make the Grant on the terms contained in this Agreement; since the date of its last accounts there has been no material change in its financial position or prospects; no other public financial assistance (including European Grant Funding) has been received or will be received by the Applicant for the Project and the Applicant shall immediately inform the Funder in the event of such assistance being received. it shall notify the Funder as soon as practical and in any event within 2 Working Days of becoming aware that the ownership (including beneficial ownership) or control of the Applicant and/or the Guarantor (including control of the Board of Directors) is likely to change and shall keep the Funder notified of any events in connection with a change in ownership or control of the Applicant and/or the Guarantor; the Applicant has full power to enter into and perform the obligations set out in this Agreement; and the execution of this Agreement by the Applicant has been validly authorised and the obligations expressed as being assumed by the Applicant under this Agreement constitute valid legal and binding obligations of the Applicant which are enforceable against the Applicant; the Applicant is not in default under any law or enactment or under any deed, agreement or other instrument or obligation by which it is bound so as to affect adversely its ability to perform its obligations under this Agreement; it has and will continue to have all consents, licences, rights and approvals required in connection with the execution, delivery, issue, validity or enforceability of this Agreement; no civil or criminal litigation or administrative or arbitration proceeding before any court, tribunal, government authority or arbitrator or regulatory investigation or procedure is presently taking place, pending or (to the knowledge, information and belief of the Applicant) threatened against, or against it or any of its the assets of, the Applicant which will or might have a material adverse effect on its ability to perform its obligations under the Contract; d) it is not subject to any contractual obligationbusiness, compliance with which is likely to have a material adverse effect on assets, condition or operations or might affect adversely its ability to perform its respective obligations under this Agreement; neither it nor any member of its group is subject to an outstanding recovery order following a European Commission Decision declaring an aid illegal and incompatible with the Contract; e) Common Market; the Applicant has disclosed in writing to the Funder all information which would or might reasonably be thought to influence the Funder in awarding and/or paying any funding to the Applicant or the amount thereof; no proceedings person having any charge, lien, encumbrance or other steps have been taken and not discharged (nor, to form of security over the best Premises or any other assets of the Applicant has enforced or given notice of its knowledgeintention to enforce such security nor has the Applicant done or omitted to do anything which would or might reasonably be expected to cause any person to enforce or exercise its rights to enforce such security; the Applicant is not aware, are threatened) for after due diligent and careful enquiry, of anything which materially threatens the winding up success or successful completion of the Contractor or for its dissolution or Project; it shall be responsible for the appointment and management of a receiver, administrative receiver, liquidator, manager, administrator or similar officer the Project team and the main contractor to carry out the conversion and refurbishment works on the Project; AND the Applicant shall carry out all Project activities in relation to accordance with the Grant Application and as set out in this Agreement. Where any of the Contractor‟s assets or revenue; f) it has warranties, undertakings and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights representations in and to the Intellectual Property Rights clause 16.1 are given in all materials used by the Contractor for the purpose respect of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at a state of affairs, they shall be deemed given on the Commencement Date all statements and representations in will be deemed to be repeated by the Contractor's Response Applicant when each claim for an instalment of funding is submitted, as if made with reference to the Invitation facts and circumstances existing at such date. No disclaimer or other statement that precludes the right of any person to Tender are reply upon the Financial Due Diligence Report or any other document or information submitted to the best Funder in accordance with the Project shall apply with respect to the Funder or affect the Funder's right to enforce any provision of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;Agreement.

Warranties. 8.1 The Contractor warrants, 11.1 Purepac hereby represents and undertakes for the duration of the Contract Period warrants to Plantex that: (a) it has full capacity and the corporate authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into this Agreement and to perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractorhereunder; (b) as at the Commencement Dateit is not aware of any legal, all information contained in the Tender remains truecontractual or other restriction, accurate and not misleading, save as may have been specifically disclosed in writing limitation or condition which might affect adversely its ability to perform hereunder; (c) subject to the Authority prior to execution provisions of this Contract; c) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress orSection 9.1 hereof, to the best of its knowledge Purepac's knowledge, the manufacture and belief, pending or threatened against it or distribution of any of the Finished Product shall not violate any use or formulation patents of any third party in the Territory, including, without limitation the rights alleged by Pfizer, Inc. in the Litigation; and (d) it now has, and all times during the term of this Agreement shall maintain, insurance coverage on its assets inventory of API and Finished Products in such dollar amount and with such insurers as are reasonably satisfactory to Plantex (with Plantex named an additional insured under such policies of insurance). 11.2 Plantex hereby represents and warrants to Purepac that: (a) it has the corporate authority to enter into this Agreement and to perform its obligations hereunder; (b) it is not aware of any legal, contractual or other restriction, limitation or condition which will or might have a material adverse effect on affect adversely its ability to perform its obligations under the Contracthereunder; d(c) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings or other steps have been taken and not discharged (norprovisions of Section 9 hereof, to the best of its Plantex's knowledge: (1) the manufacture, importation, and sale to Purepac of any API provided by Plantex to Purepac hereunder; and (2) the use by Purepac in the Finished Products, of any such API shall not violate the process patent of any third party in the Territory; and (d) all API shipped to Purepac pursuant to this Agreement shall (i) meet the applicable Specification at the time of shipment, (ii) be manufactured in a plant which meets the requirements of the FDA, including, without limitation, conformance with cGMP, (iii) be safe and efficacious raw material intended for use in a product manufactured for human therapeutic use and (iv) be stored and handled by Plantex at all times in the proper manner and suitable conditions for such API. 11.3 No representations or warranties whatsoever, other than the express representations and warranties set forth in Section 11.2 hereof, are threatenedmade by Plantex, and except to the extent to the foregoing, Plantex hereby, DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE API AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTY OF MERCHANTABILITY, USAGE OR FITNESS FOR ANY PARTICULAR PURPOSE. 11.4 Notwithstanding anything contained in this Agreement to the contrary, in order to clarify Plantex's liabilities associated with the **** Specifications, the Parties hereby understand and agree as follows: (i) for the winding up **** Specification, and any determinations made with regard to the **** Specification shall have no bearing whatsoever on (a) the contribution or indemnification obligations of Teva under this Agreement or the Contractor Waiver Agreement, or for (b) the contribution or indemnification obligations of Purepac and ALO under this Agreement and the Waiver Agreement, respectively; and (ii) under no circumstances shall Plantex or its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to Affiliates have any of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary liability (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's including any indemnification obligations under this Contract; gAgreement or the Waiver Agreement) it has and will continue to have all necessary rights in and to for or arising out of, the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority infringement of any factthird party patents based upon any breach of any representation or warranty under this Agreement for any failure of Plantex to deliver API that meets the **** Specification and, matter or circumstance of which it may become aware which would render Plantex shall have no liability for any such statement or representation API delivered hereunder to be false or misleading;meet the **** Specification except pursuant to Section 7.9 above.

Warranties. 8.1 The Contractor Recipient warrants, represents undertakes and undertakes for agrees that: it has all necessary resources and expertise to deliver the duration Project (assuming due receipt of the Contract Period that: a) Grant); it has full capacity and authority not committed, nor shall it commit, any Prohibited Act; it shall at all times comply with all relevant legislation and all necessary consents (including where its procedures so requireapplicable codes of practice and other similar codes or recommendations, and shall notify RSSB immediately of any significant departure from such legislation, codes or recommendations; it shall comply with the consent of its parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative requirements of the Contractor; b) as Health and Safety at Work etc. Xxx 0000 and any other acts, orders, regulations and codes of practice relating to health and safety, which may apply to employees and other persons working on the Commencement Date, Project; it has and shall keep in place adequate procedures for dealing with any conflicts of interest; it has and shall keep in place systems to deal with the prevention of fraud and/or administrative malfunction; all financial and other information contained in concerning the Tender remains true, accurate and not misleading, save as may have Recipient which has been specifically disclosed in writing to the Authority prior to execution of this Contract; c) no claim RSSB is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; d) true and accurate; it is not subject to any contractual obligation, compliance with or other restriction imposed by its own or any other organisation's rules or regulations or otherwise which is likely to have a material adverse effect on its ability to perform may prevent or materially impede it from meeting its obligations under in connection with the Contract; e) Grant; it is not aware of anything in its own affairs, which it has not disclosed to RSSB or any of RSSB's advisers, which might reasonably have influenced the decision of RSSB to make the Grant on the terms contained in this Agreement; and since the date of its last accounts there has been no proceedings material change in its financial position or other steps have been taken prospects. Anti-Bribery The Recipient shall comply, and ensure that its employees and agents also comply, with all RSSB’s policies from time to time notified to it, including but not discharged (nor, limited to the best Business Conduct, Confidentiality and Anti-Corruption Policy and shall not, directly or indirectly, offer or give or agree to give to any person acting for or on behalf of its knowledge, are threatened) RSSB any gift or consideration of any kind as an inducement or reward for the winding up of the Contractor doing or forbearing to do or for its dissolution having done or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer forborne to do any act in relation to the obtaining or performance of this Agreement or any other contract with RSSB for showing or forbearing to show favour or disfavour to any person in relation to this Agreement. Without prejudice to the generality of clause 15.1, the Recipient shall not, directly or indirectly, engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Contractor‟s assets Bribery Act or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor which would constitute such an offence but only for the purpose fact that the activity, practice or conduct took place outside of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;United Kingdom.

Warranties. 8.1 (a) The Contractor warrants, Company represents and undertakes for the duration of the Contract Period warrants to Principal Underwriter that: a(i) it has full capacity Registration Statements on Form S-1 for each of the Contracts identified in Attachment A have been filed with the Commission in the form previously delivered to Principal Underwriter and authority that copies of any and all necessary consents amendments thereto will be forwarded to Principal Underwriter at the time that they are filed with Commission; (including where its procedures so requireii) The Registration Statement and any further amendments or supplements thereto will, when they become effective, conform in all material respects to the consent of its parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative requirements of the Contractor; b) as at Securities Act of 1933, and the Commencement Daterules and regulations of the Commission under such Acts, all information contained in and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Tender remains true, accurate and statements therein not misleading; provided, save as may have been specifically disclosed however, that this representation and warranty shall not apply to any statement or omission made in reliance upon and in conformity with information furnished in writing to Company by Principal Underwriter expressly for use therein; (iii) The Company is validly existing as a stock life insurance company in good standing under the Authority prior laws of the State of Illinois, with power to execution own its properties and conduct its business as described in the Prospectus, and has been duly qualified for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business; (iv) Those persons who offer and sell the Contracts are to be appropriately licensed or appointed to comply with the state insurance laws; (v) The performance of this Contract; c) no claim Agreement and the consummation of the transactions contemplated by this Agreement will not result in a violation of any of the provisions of or default under any statute, indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which Company is being asserted and no litigationa party or by which Company is bound (including Company's Charter or By-laws as a stock life insurance company, arbitration or administrative proceeding is presently in progress orany order, to the best rule or regulation of its knowledge and belief, pending any court or threatened against it governmental agency or body having jurisdiction over Company or any of its assets properties); (vi) There is no consent, approval, authorization or order of any court or governmental agency or body required for the consummation by Company of the transactions contemplated by this Agreement, except such as may be required under the Securities Exchange Act of 1934 or state insurance or securities laws in connection with the distribution of the Contracts; and (vii) There are no material legal or governmental proceedings pending to which will Company is a party or might of which any property of Company is the subject (other than as set forth in the Prospectus relating to the Contracts, or litigation incident to the kind of business conducted by the Company) which, if determined adversely to Company, would individually or in the aggregate have a material adverse effect on its ability the financial position, surplus or operations of Company. (b) Principal Underwriter represents and warrants to perform its obligations Company that: (i) It is a broker-dealer duly registered with the Commission pursuant to the Securities Exchange Act of 1934, is a member in good standing of the NASD, and is in compliance with the securities laws in those states in which it conducts business as a broker-dealer; (ii) As a principal underwriter, it shall permit the offer and sale of Contracts to the public only by and through persons who are appropriately licensed under the Contractsecurities laws and who are appointed in writing by the Company to be authorized insurance agents; d(iii) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under The performance of this Agreement and the Contract; e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up consummation of the Contractor transactions herein contemplated will not result in a breach or for its dissolution or for the appointment violation of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets terms or revenue;provisions of or constitute a default under any statute, indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which Principal Underwriter is a party or by which Principal Underwriter is bound (including the Certificate of Incorporation or By-laws of Principal Underwriter or any order, rule or regulation of any court or governmental agency or body having jurisdiction over either Principal Underwriter or its property); and f(iv) it has To the extent that any statements made in the Registration Statement, or any amendment or supplement thereto, are made in reliance upon and in conformity with written information furnished to Company by Principal Underwriter expressly for use therein, such statements will, when they become effective or are filed with the Commission, as the case may be, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder, and will continue not contain any untrue statement of a material fact or omit to hold all necessary (if any) regulatory approvals from the Regulatory Bodies state any material fact required to be stated therein or necessary to perform make the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or therein not misleading;.

Warranties. 8.1 The Contractor warrants, represents Subject as herein provided HEMISPHERX warrants to EMERGE that: • All Products supplied hereunder will comply with the Dossier and undertakes with any specification agreed for them in the duration Quality Agreement; • It is not aware of any rights of any third party in the Territory which would or might render the sale of the Contract Period that: a) it has full capacity and authority and all necessary consents (including where its procedures so requireProducts, or the consent use of its parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative any of the Contractor; b) as at the Commencement Date, all information contained Trademarks on or in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing relation to the Authority prior to execution Products, unlawful; • It is the owner or the permitted licensee of this Contract; c) no claim is being asserted all Intellectual Property Rights and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; d) it is not subject to aware of any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under claims of any third party in the Contract; e) no proceedings Territory or other steps have been taken and not discharged (nor, worldwide related to the best fact that the Products infringes any intellectual property of such third party. • Nothing in this Agreement shall exclude either party’s liability for death or personal injury. Subject to the above WARRANTIEs, HEMISPHERX shall indemnify and hold harmless EMERGE and its knowledgerespective employees from any loss, are threateneddamage or claim made by a third party in respect of (i) for the winding up death or personal injury arising from the manufacture or use of the Contractor Products in the Territory or for its dissolution (ii) infringement of third party intellectual property, if and to the extent such loss, damage or for claim is caused by any act or omission of HEMISPHERX and is not attributable directly or indirectly to the appointment breach of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets material terms of this Agreement by EMERGE or revenue;by any wilful default or negligent act or omission of EMERGE, its employees or its agents. f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and 1. The indemnity given by HEMISPHERX shall be subject to the Intellectual Property Rights in all materials used following conditions: • No indemnity shall be claimed unless notice is given by EMERGE claiming the indemnity to HEMISPHERX together with details of the claim promptly on notice of such claim being received by the Contractor for the purpose EMERGE; • No admissions of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best liability or compromise or offer of its knowledge, information and belief, true and accurate and that it will advise the Authority settlement of any factclaim shall be made by EMERGE without the prior written consent of HEMISPHERX; and • HEMISPHERX shall have full control over any claim, matter proceedings or circumstance settlement negotiations in respect of which it may become aware is providing the indemnity. Subject to clause X.B 1.), EMERGE shall defend and indemnify HEMISPHERX and its Affiliates and hold each of them harmless against all claims, demands, actions, losses, expenses, damages, liabilities, costs (including interest, penalties and reasonable attorneys' fees) and judgements suffered by each of them, which would render any such statement arise out of EMERGE’s negligent or representation to be false wilful acts or misleading;omissions or which otherwise arise out of EMERGE’s breach of the Agreement.

Warranties. 8.1 22.1 The Contractor warrants, represents and undertakes for the duration of the Contract Period WIA warrants that: (a) it has full capacity and authority and all necessary consents use by ACMA or the Commonwealth (including where its procedures so requireofficers, employees, agents and contractors) of any material created and then provided by the consent WIA to ACMA or the Commonwealth under this Deed will not infringe the Intellectual Property rights of its parent companyany person; and (b) to enter into and the WIA will perform its obligations responsibilities under this Deed in a manner that does not infringe the Contract and that the Contract is executed by a duly authorised representative Intellectual Property rights of the ContractorCommonwealth (including ACMA) or any third party. 22.2 The WIA warrants and represents to the Commonwealth that: (a) the WIA's execution, delivery and performance of this Deed will not constitute: (i) a violation of any judgment, order or decree; b(ii) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of this Contract; c) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against a default under any contract by which it or any of its assets are bound; or (iii) an event that would, with notice or lapse of time, or both, constitute such a default; (b) the constituting documents of the WIA empower the WIA to enter into this Deed and to do all things which it can reasonably contemplate will be required by this Deed; (c) all necessary approvals have been obtained by the WIA to render this Deed binding on, and legally enforceable against, the WIA in accordance with its terms; (d) the WIA will immediately notify the Commonwealth of the occurrence of, or might have the pending or threatened occurrence of, an event of which it is aware that may cause or constitute a breach of any of the representations, warranties or covenants contained or made in connection with this Deed, including without limitation, any event that may result in a material adverse effect on its ability to perform its obligations under change in the Contractbusiness of the WIA or may affect the financial viability of the WIA' s business; d(e) it is not subject has disclosed to the Commonwealth prior to the execution of this Deed details of any contractual obligationlitigation or proceeding whatsoever, compliance with which is likely to actual or threatened, against the WIA that may have a material an adverse effect on the ability of the WIA to provide the Statutory Functions and Administrative Services and these disclosures are true and correct as at execution; and (f) any additional issues of the kind described in paragraph (e) that arise from time to time subsequent to the execution of this Deed will be disclosed by the WIA to the Commonwealth at all relevant times throughout the term of this Deed. 22.3 The Commonwealth warrants that: (a) ACMA has complied or will comply with the Act in exercising its ability power of Delegation to perform its obligations under the ContractWIA to issue Amateur Certificates of Proficiency on the terms of this Deed; e(b) no proceedings use by the WIA (including its officers, employees, Volunteers, agents and subcontractors) of any material created and provided by ACMA or other steps have been taken and not discharged (nor, the Commonwealth to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations WIA under this Contract; g) it has and Deed will continue to have all necessary rights in and to not infringe the Intellectual Property Rights in all materials used by rights of any person; and (c) ACMA has the Contractor for the purpose of providing the Services and/or delivered power to delegate to the Authority; h) NOT USED; i) as at WIA the Commencement Date all statements functions and representations powers to carry out the Statutory Functions and provide the Administrative Services upon the terms specified in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;this Deed.

Warranties. 8.1 5.1 The Contractor warrants, represents and undertakes for Seller warrants to the duration of the Contract Period Purchaser that: (a) it has full capacity the Seller is a corporation validly existing under the laws of Belize with the requisite power and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform perform, and has taken all necessary corporate action to authorise the execution and performance of, its obligations under the Contract this deed; (b) this deed constitutes valid and that the Contract is executed by a duly authorised representative binding obligations of the ContractorSeller; b(c) other than as at contemplated by this deed, no notices, reports or filings are required to be made by the Commencement DateSeller in connection with the transactions contemplated by this deed, all information contained nor are any consents, approvals, registrations, authorisations or permits required to be obtained by the Seller in connection with the execution and performance of this deed; (d) on Completion there is no option, right to acquire, mortgage, charge, pledge, lien or other form of security or encumbrance on, over or affecting any of the Shares and there is no agreement or commitment to give or create any of the foregoing; and (e) the Seller is entitled to transfer or procure the transfer of the full legal and beneficial ownership in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing Shares to the Authority prior to execution of Purchaser on the terms set out in this Contract;deed. c) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, 5.2 The Purchaser warrants to the best of its knowledge Seller that: (a) the Purchaser has the requisite power and beliefauthority to enter into and perform, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability and has taken all necessary action to perform authorise the execution and performance of, its obligations under the Contractthis deed; d(b) it this deed constitutes valid and binding obligations of the Purchaser; and (c) other than as contemplated by this deed, no notices, reports or filings are required to be made by the Purchaser in connection with the transactions contemplated by this deed, nor are any consents, approvals, registrations, authorisations or permits required to be obtained by the Purchaser in connection with the execution and performance of this deed. 5.3 Each of the Warranties set out in clauses 5.1 and 5.2 is separate and independent and, except as expressly provided to the contrary in this deed, is not subject limited by reference to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings other paragraph of that schedule or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer by anything in relation to any of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;deed.

Warranties. 8.1 The Contractor warrants, (a) Anchor represents and undertakes warrants to Distributor that: (i) Registration Statements on Form N-4 for the duration each of the Contract Period that: a) it has full capacity contracts identified on Attachment A have been filed with the Commission in the form previously delivered to Distributor and authority that copies of any and all necessary consents amendments thereto will be forwarded to Distributor at the time that they are filed with the Commission; (including where its procedures so requireii) The Registration Statement and any further amendments or supplements thereto will, when they become effective, conform in all material respects to the consent of its parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative requirements of the ContractorSecurities Act of 1933 and the Investment Company Act of 1940, and the rules and regulations of the Commission under such Acts, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statement or omission made in reliance upon and in conformity with information furnished in writing to Anchor by Distributor expressly for use therein; b(iii) Anchor is validly existing as at a stock life insurance (iv) The Contracts to be issued through the Commencement DateSeparate Account and offered for sale by Distributor on behalf of Anchor hereunder have been duly and validly authorized and, all information when issued and delivered against payment therefor as provided herein, will be duly and validly issued and will conform to the description of such Contracts contained in the Tender remains true, accurate Prospectuses relating thereto; (v) Those persons who offer and not misleading, save sell the Contracts are to be appropriately licensed in a manner as may have been specifically disclosed in writing to comply with the Authority prior to execution state insurance laws; (vi) The performance of this Contract; c) no claim Agreement and the consummation of the transactions contemplated by this Agreement will not result in a breach or violation of any of the terms or provisions of, or constitute a default under any statute, any indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which Anchor is being asserted and no litigationa party or by which Anchor is bound, arbitration Anchor's Charter as a stock life insurance company or administrative proceeding is presently in progress orBy-laws, to the best or any order, rule or regulation of its knowledge and belief, pending any court or threatened against it governmental agency or body having jurisdiction over Anchor or any of its assets which will properties; and no consent, approval, authorization or might have a material adverse effect on its ability to perform its obligations order of any court or governmental agency or body is required for the consummation by Anchor of the transactions contemplated by this Agreement, except such as may be required under the ContractSecurities Exchange Act of 1934 or state insurance or securities laws in connection with the distribution of the Contracts by Distributor; and (vii) There are no material legal or governmental proceedings pending to which Anchor or the Separate Account is a party or of which any property of Anchor or the Separate Account is the subject, other than as set forth in the Prospectus relating to the Contracts, and other than litigation incident to the kind of business conducted by Anchor, if (b) Distributor, jointly and severally, represent and warrant to Anchor that: (i) It is a broker-dealer duly registered with the Commission pursuant to the Securities Exchange Act of 1934 and a member in good standing of the National Association of Securities Dealers, Inc., and is in compliance with the securities laws in those states in which it conducts business as a broker-dealer; d(ii) it is not subject It shall permit the offer and sale of Contracts to any contractual obligation, compliance with which is likely the public only by and through persons who are appropriately licensed under both the securities laws and state insurance laws and who are appointed in writing by Anchor to have a material adverse effect on its ability to perform its obligations under the Contractbe authorized insurance agents; e(iii) no proceedings or other steps have been taken The performance of this Agreement and not discharged (nor, to the best of its knowledge, are threatened) for the winding up consummation of the Contractor transactions herein contemplated will not result in a breach or for its dissolution or for the appointment violation of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets terms or revenue;provisions of or constitute a default under any statute, any indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which either Distributor is a party or by which either Distributor is bound, the Certificate of Incorporation or By-laws of either Distributor, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over either Distributor or its property; and f(iv) it has To the extent that any statements or omissions made in the Registration Statement, or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to Anchor by Distributor expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective or are filed with the Commission, as the case may be, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder and will continue not contain any untrue statement of a material fact or omit to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of state any fact, matter or circumstance of which it may become aware which would render any such statement or representation material fact required to be false or misleading;stated therein

Warranties. 8.1 The Contractor warrants, Assignor represents and undertakes for warrants that:- (a) the duration Sale and Purchase Agreement and Security Documents are valid and enforceable and is in full force and effect; (b) the Customer and/or Assignor is not in default under the Sale and Purchase Agreement and/or Security Documents; (c) the Property is not affected by any existing agreement, mortgage, charge (whether fixed or floating), debenture, pledge, lien or any other form of encumbrance. Nor is the Assignor a party to or bound by any order, agreement or instrument under which the Assignor is, or in certain events may be, required to create, assume or permit to arise any encumbrance, other than those arising in connection with and pursuant to this Assignment; (d) the Assignor is the beneficial owner of the Contract Period that:Property; a(e) it there is no order of any court or other governmental agency or any provision of any existing agreement binding on the Assignor which would be contravened or breached by the execution, delivery and performance of this Assignment; (f) no violation of any legislation, court orders and/or judgments has full capacity been committed by the Assignor; (g) any financial statements, information and authority other data provided by the Assignor to the Bank are complete and all necessary consents (including where its procedures so requirecorrect, have been prepared in accordance with generally applied accounting principles and practices consistently applied in Malaysia and accurately and fairly represent the consent financial condition and results of its parent company) operations of the Assignor as at the date or dates to enter into and perform which they were made up. Since such date or dates, there has been no change in the Assignor’s financial condition or results of operations sufficient to impair the Assignor’s ability to comply with its obligations under this Assignment or might adversely affect the Contract and that the Contract is executed by a duly authorised representative decision of the ContractorBank to proceed with the Facility (if applicable); b(h) as at the Commencement Date, all information contained in the Tender remains true, accurate Assignor has fully and not misleading, save as may have been specifically accurately disclosed in writing to the Authority prior Bank all facts relating to execution its business which it knows or should reasonably know and which are material for disclosure to the Bank in the context of the Facility (if applicable); (i) the Assignor has paid all taxes, duties, charges and fees due in Malaysia in respect of the ownership of his/its assets or the conduct of his business operation; (j) no bankruptcy or winding up proceedings have been commenced against the Assignor; (k) the execution, delivery and performances of this ContractAssignment:- (i) has been duly authorized by all necessary corporate action; c(ii) no claim is being asserted and no litigationdo not contravene its Constitution (if applicable); (iii) do not violate any law or regulation or any judgment, arbitration order or administrative proceeding is presently decree of any governmental authority, or any mortgage, contract or undertaking binding on or affecting it; and (iv) do not result in progress or, or require the creation of any encumbrances upon or with respect to the best of its knowledge and belief, pending or threatened against it or any of its assets which will property or might have a material adverse effect on its ability to perform its obligations under the Contract; d) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings or other steps have been taken and not discharged (nor, revenues pursuant to the best provisions of its knowledge, are threatenedany such contract (if applicable); and (l) for all information furnished by the winding up Assignor in connection with this Assignment do not contain any untrue statements or omit to state any fact the omission of which makes any statement made therein in the light of the Contractor or for its dissolution or for the appointment circumstances under which they are made, misleading and all expressions of a receiverexpectation, administrative receiverintention, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has belief and will continue to hold opinion and all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has projections contained therein were honestly made on reasonable grounds after due and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used careful inquiry by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;Assignor.

Warranties. 8.1 The Contractor warrants, represents Seller warrants to the Purchaser that on the date of this Agreement and undertakes for the duration of the Contract Period thatat Completion: (a) it is and will be the sole legal and beneficial owner of the Seller Shares, the Shareholder Loan and the Shareholder Loan Notes; (b) there is not and will be no Encumbrance effecting any of the Seller Shares; (c) the Seller Shares constitute the whole of the Company’s allotted and issued share capital and are fully paid or credited as fully paid; (d) other than this Agreement, there is no agreement, arrangement or obligation requiring the creation, allotment, issue, sale, transfer, redemption or repayment of, or the grant to a person of the right (conditional or not) to require the allotment, issue, sale, transfer, redemption or repayment of, any Seller Shares; (e) other than the Shareholder Loan and any amounts owed under the Shareholder Loan Notes, there is no other indebtedness owed by the Target Group to the Seller, Terra Firma or any Related Person of either the Seller or Terra Firma; (f) it is a company incorporated and validly existing under the laws of its jurisdiction of incorporation; (g) it has full capacity the necessary power and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform this Agreement; (h) this Agreement and the agreements to be entered into by it under this Agreement constitute (or will when executed constitute) binding and enforceable obligations on it in accordance with their respective terms and the completion of the transactions contemplated hereby have, where required, been duly and validly authorized by the Seller and no other proceedings or actions on the part of the Seller are required to authorise this Agreement or to complete the Proposed Transaction which has not been obtained at the date of this Agreement; (i) the entering into and performance by it of its obligations under the Contract this Agreement and that the Contract all agreements to be entered into by it under this Agreement: (i) will not result in a breach of, or constitute a default under, any agreement under which it enjoys rights or by which it is executed by a duly authorised representative of the Contractorbound; b(ii) as will not result in a breach of any order, judgment or decree of any court or governmental, administrative or regulatory body or agency to which it is party or by which it is bound; or (iii) save for the Merger Condition, will not require the Seller to obtain any consent or approval of, or give any notice to or make any registration with, any governmental, regulatory or other authority which has not been obtained or made at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution date of this ContractAgreement both on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentation or misstatement); c(j) no claim is being asserted order has been made, petition presented or resolution passed for its winding up, and no litigation, arbitration administrator or administrative proceeding is presently any receiver or manager has been appointed by any person in progress or, to the best respect of its knowledge and belief, pending it or threatened against it all or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; d) assets, and, so far as it is not subject to any contractual obligationaware, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings or other steps have been taken to initiate any such appointment and no voluntary arrangement has been proposed, and it has not discharged become subject to any analogous proceedings, appointments or arrangements under the laws of any applicable jurisdiction; and (nor, to k) save in respect of the best holding companies incorporated in England and Wales in the PropCo Group (as defined in the Vendor Due Diligence Report) temporarily held by the Seller in 2007 as part of its knowledge, are threatened) the establishment of the PropCo Group and save for the winding up of Company and SubCo, the Contractor Seller does not have, and has never had, any other subsidiaries or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary subsidiary undertakings (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations such terms are defined in the Contractor's Response to Companies Act). 8.2 The Seller shall immediately notify the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that Purchaser as soon as it will advise the Authority becomes aware of any fact, matter or circumstance which is or may constitute a breach of which it may become aware clause 8.1 or which would render or might cause a warranty in clause 8.1 to be untrue, inaccurate or misleading if it was to be repeated at any time between the date of this Agreement and Completion. 8.3 Each Management Shareholder warrants to the Purchaser that: (a) on the date of this Agreement and at Completion, he is and will be the sole legal and beneficial owner of the SubCo Shares set forth against his name in Schedule 1; (b) on the date of this Agreement and at Completion, there is not and will be no Encumbrance effecting any of the SubCo Shares set forth against his name in Schedule 1; and (c) he has the necessary power and authority to enter into and perform this Agreement. 8.4 Each Management Shareholder shall immediately notify the Purchaser as soon as he becomes aware of any fact, matter or circumstance which is or may constitute a breach of clause 8.3 or which would or might cause a warranty in clause 8.3 to be untrue, inaccurate or misleading if it was to be repeated at any time between the date of this Agreement and Completion. 8.5 On the date of this Agreement and at Completion each of the Purchaser and the Purchaser Guarantor warrants to each other party to this Agreement that: (a) it is a company incorporated and validly existing under the laws of its jurisdiction of incorporation; (b) the execution and delivery of this Agreement and the completion of the transactions contemplated hereby have, where required, been duly and validly authorised by the Purchaser and the Purchaser Guarantor and no other proceedings or actions on the part of the Purchaser or the Purchaser Guarantor are required to authorise this Agreement or to complete the Proposed Transaction; (c) the obligations of the Purchaser and the Purchaser Guarantor in this Agreement and the completion of the Proposed Transaction hereby are enforceable in accordance with their terms; (d) except for the requirement to satisfy the Merger Condition, the execution and delivery of, and the performance by the Purchaser and the Purchaser Guarantor of its obligations under this Agreement and as contemplated herein will not require the Purchaser or the Purchaser Guarantor to obtain any consent or approval of, or give any notice to or make any registration with, any governmental, regulatory or other authority which has not been obtained or made at the date of this Agreement both on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentation or misstatement); (e) no order has been made, petition presented or resolution passed for its winding up, and no administrator or any receiver or manager has been appointed by any person in respect of it or all or any of its assets, and, so far as it is aware, no steps have been taken to initiate any such statement appointment and no voluntary arrangement has been proposed, and it has not become subject to any analogous proceedings, appointments or representation arrangements under the laws of any applicable jurisdiction; (f) it is not aware of any claim against the Seller for a breach of any of the warranties given by the Seller in this Agreement, or against any Management Shareholder for a breach of: (i) any of the warranties given by them in this Agreement; or (ii) any of the Warranties; (g) the Purchaser and/or the Purchaser Guarantor has access to funds or rights to access funds that will at Completion provide funds sufficient to enable it to satisfy in full its payment obligations under this Agreement; (h) the issuance of the Consideration Shares to be false delivered by AMC to the Seller hereunder has been duly authorized by all necessary corporate action on the part of AMC and, when issued pursuant to the terms of this Agreement, the Consideration Shares will be validly issued, fully paid, nonassessable, owned of record by the Seller, free of any Encumbrance other than any Encumbrances which may be created by the Seller, and beneficially held by the Seller subject to any action taken by the Seller to Dispose of such beneficial title. The Consideration Shares will be issued in compliance with all applicable securities laws and other applicable laws of the United States and without contravention of any other person’s rights therein or with respect thereto. Subject to restrictions provided under applicable law, the Seller will receive good and valid title to the Consideration Shares; (i) AMC has filed with and furnished to the U.S. Securities and Exchange Commission (the “SEC”) all reports, schedules, forms, certifications, prospectuses and registration, proxy and other statements required to be filed with or furnished to the SEC required to be filed or furnished by it since January 1, 2014 (collectively, the “AMC Reports”). As of their respective effective dates (in the case of AMC Reports that are registration statements filed pursuant to the requirements of applicable securities laws) and as of their respective SEC filing dates (in the case of all other AMC Reports), and, if amended, as of the date of the last such amendment, the AMC Reports complied in all material respects with the requirements of the securities laws applicable to such AMC Reports, and none of the AMC Reports as of such respective dates and, if amended, as of the date of the last such amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC or its staff with respect to the AMC Reports; and (j) the authorized capital stock of AMC consists of 650,000,000 shares, consisting of (i) 524,173,073 shares of Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), (ii) 75,826,927 shares of Class B Common Stock, par value $0.01 per share (the “Class B Common Stock”, together with the Class A Common Stock, the “Common Stock”), and (iii) 50,000,000 shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock”). As of June 30, 2016, (i) 21,650,301 shares of Class A Common Stock were issued and 21,613,532 shares were outstanding, (ii) 75,826,927 shares of Class B Common Stock were issued and outstanding, (iii) 36,769 shares of Class A Common Stock were held by AMC in its treasury, (iv) no shares of Class B Common Stock were held by AMC in its treasury, (v) no shares of Preferred Stock were issued and outstanding, (vi) 753,348 shares of Class A Common Stock were subject to or otherwise deliverable in connection with vested restricted stock units, and (vii) 615,207 shares of Class A Common Stock were subject to or otherwise deliverable in connection with unvested restricted stock units assuming such units were to vest at 100% of the applicable service and performance targets. 8.6 The Purchaser and/or the Purchaser Guarantor shall immediately notify the Seller as soon as it becomes aware of any breach of clause 8.5. Upon receipt of any notice notifying the Seller of any breach of clause 8.5(g), the Seller shall have available to it the rights set out in clauses 6.4(a) to 6.4(c).

Warranties. 8.1 3.1 The Contractor warrants, Authority represents and undertakes for the duration of the Contract Period warrants that: (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and to perform this Agreement; (b) this Agreement is executed by its duly authorised representative; (c) there are no actions, suits or proceedings or regulatory investigations before any court or administrative body or arbitration tribunal pending or, to its knowledge, threatened against it that might affect its ability to perform its obligations under this Agreement; and (d) its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in law). 3.2 The Supplier represents and warrants that: (a) it is validly incorporated, organised and subsisting in accordance with the Contract Laws of its place of incorporation; (b) it has full capacity and that the Contract authority to enter into and to perform this Agreement; (c) this Agreement is executed by a its duly authorised representative of the Contractorrepresentative; b(d) as at it has all necessary consents and regulatory approvals to enter into this Agreement; (e) it has notified the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed Authority in writing to the Authority prior to execution of this Contract; c) no claim is being asserted and no litigationany actions, arbitration suits or proceedings or regulatory investigations before any court or administrative proceeding is presently in progress body or arbitration tribunal pending or, to the best of its knowledge and beliefknowledge, pending or any threatened against it or any of its assets which will or Affiliates that might have a material adverse effect on affect its ability to perform its obligations under the Contractthis Agreement; d(f) its execution, delivery and performance of its obligations under this Agreement will not constitute a breach of any Law or obligation applicable to it and will not cause or result in a default under any agreement by which it is bound; (g) its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in law); (h) all written statements and representations in any written submissions made by the Supplier as part of the procurement process, including without limitation its response to the selection questionnaire and ITT (if applicable), its tender and any other documents submitted remain true and accurate except to the extent that such statements and representations have been superseded or varied by this Agreement or to the extent that the Supplier has otherwise disclosed to the Authority in writing prior to the date of this Agreement; (i) it has notified the Authority in writing of any Occasions of Tax Non- Compliance and any litigation in which it is involved that is in connection with any Occasion of Tax Non-Compliance; (j) it has all necessary rights in and to the Licensed Software, the Third Party IPRs, the Supplier Background IPRs and any other materials made available by the Supplier (and/or any Sub-contractor) to the Authority which are necessary for the performance of the Supplier’s obligations under this Agreement and/or the receipt of the Services by the Authority; (k) the Contract Inception Report is a true and accurate reflection of the Costs and Supplier Profit Margin forecast by the Supplier and the Supplier does not have any other internal financial model in relation to the Services inconsistent with the Financial Model; (l) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contractthis Agreement; e(m) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s Supplier’s assets or revenue;; and f(n) within the previous 12 months, no Financial Distress Events have occurred or are subsisting (or any events that would be deemed to be Financial Distress Events under this Agreement had this Agreement been in force) and there are currently no matters that it has is aware of that could cause a Financial Distress Event to occur or subsist. 3.3 The representations and will continue warranties set out in Clause 3.2 shall be deemed to hold all necessary be repeated by the Supplier on the Effective Date (if anylater than the date of signature of this Agreement) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and by reference to the Intellectual Property Rights facts then existing. 3.4 Each of the representations and warranties set out in all materials used Clauses 3.1 and 3.2 shall be construed as a separate representation and warranty and shall not be limited or restricted by reference to, or inference from, the terms of any other representation, warranty or any other undertaking in this Agreement. 3.5 If at any time a Party becomes aware that a representation or warranty given by it under Clause 3.1 or 3.2 has been breached, is untrue or is misleading, it shall immediately notify the other Party of the relevant occurrence in sufficient detail to enable the other Party to make an accurate assessment of the situation. 3.6 For the avoidance of doubt, the fact that any provision within this Agreement is expressed as a warranty shall not preclude any right of termination which the Authority may have in respect of breach of that provision by the Contractor for the purpose of providing the Services and/or delivered Supplier. 3.7 Except as expressly stated in this Agreement, all warranties and conditions whether express or implied by statute, common law or otherwise are hereby excluded to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;extent permitted by Law.

Warranties. 8.1 11.1 Distributor has conducted a due diligence review of Principal and third parties employed by Principal in connection with the activities contemplated hereunder and during such due diligence the Principal has answered all of the questions of Distributor and complied with all of the document requests of Distributor. 11.2 The Contractor warrants, Principal represents and undertakes warrants that as at the Commencement Date: 11.2.1 it has disclosed to the Distributor all material information known to it or its Associates concerning the safety or efficacy of the Product and it is not aware of any safety or efficacy concerns which are not reflected in the documentation made available in the course of Distributor’s due diligence review and/or summarized in the approval documentation submitted by Principal as part of its DCP efforts, including (without limitation) the SMPC and disclosed to the Distributor before the Commencement Date; 11.2.2 to its knowledge, there are no litigations, suits, actions, arbitration, judicial or legal, administrative or other proceedings or governmental investigations pending or threatened against the Principal or its Associates which would be reasonably expected to affect or restrict the activity of the Principal to consummate the transactions under this Agreement or to perform its obligations under this Agreement; nor to its knowledge are there any litigation, suits, actions, disputes, claims, arbitrations, judicial or legal, administrative or other proceedings or governmental investigations pending against the Principal or its Associates in connection with the Product or the Principal Intellectual Property; 11.2.3 the Principal Intellectual Property comprises all the Intellectual Property owned, licensed or controlled by the Principal and its Associates relating to the manufacture, use or sale of the Product in the Territory; 11.2.4 the Principal and its Associates have on the Commencement Date no knowledge that would cast doubt upon the validity or enforceability of the Principal Intellectual Property, or upon the freedom from any third party rights of the Product or its manufacture; 11.2.5 the Principal has disclosed to the Distributor all Intellectual Property rights licensed to the Principal by third parties and necessary for the duration of the Contract Period that: a) it has full capacity and authority and all necessary consents (including where Distributor to lawfully exercise its procedures so require, the consent of its parent company) to enter into rights and perform its obligations under this Agreement and the Contract Principal is lawfully authorized to sub-license the same in accordance with this Agreement; 11.2.6 the Principal has no knowledge that, with respect to the Product, it will infringe in any material respect any Intellectual Property of any third party in the Territory. The Principal has not received any notice that, with respect to the Product, it is violating or has violated the trademarks, patents, copyrights, inventions, trade secrets, proprietary information and technology, know-how, formulae, rights of publicity or other Intellectual Property rights of any third party; 11.2.7 neither the execution and delivery of this Agreement nor the performance hereof by the Principal requires the Principal to obtain any permits, authorisations or consents from any governmental authority (subject to obtaining all necessary approvals with respect to the manufacture, use or sale of the Product in the Territory) or from any other person, firm or corporation; 11.2.8 the Principal is not under any obligation to any person, contractual or otherwise, that is conflicting or inconsistent in any respect with the terms of this Agreement or that would impede the diligent and complete fulfilment of the Principal’s obligations under this Agreement in any material respect; 11.2.9 SkyePharma plc and/or Jagotec AG have represented to the Principal that the Contract Principal is executed by a duly authorised representative the exclusive licensee of SkyePharma plc’s and/or Jagotec AG’s proprietary rights regarding SkyePharma’s and/or Jagotec’s technology in connection with oral glucocorticoids and Principal has no reason to believe that SkyePharma and/or Jagotec have misrepresented the fact to Principal in this regard; 11.2.10 the Principal has full power and authority to lawfully enter into this Agreement and shall not breach any term of any agreement with any third party in doing so; and 11.2.11 the Principal is not in default of any provision of the Contractor;Development and Licence Agreement and no event has occurred that with the giving of notice and/or passage of time would constitute a default under the same. b) 11.3 The Distributor represents and warrants that as at the Commencement Date: 11.3.1 to its knowledge, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of this Contract; c) there are no claim is being asserted and no litigation, arbitration claims or administrative proceeding is presently in progress or, to the best of its knowledge and belief, investigations pending or threatened against it the Distributor or any of its assets Associates, relating to the matters contemplated under this Agreement which will or might have a material adverse effect on its would materially adversely affect the Distributor’s ability to perform its obligations under hereunder nor to its knowledge are there any other circumstances within its control which can reasonably be expected to prevent, delay or to have any other detrimental influence on the Contract;launch of the Product as contemplated hereunder; and d) it 11.3.2 the Distributor is not subject under any obligation to any person, contractual obligationor otherwise, compliance that is conflicting or inconsistent in any respect with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings terms of this Agreement or other steps have been taken that would impede the diligent and not discharged (nor, to the best of its knowledge, are threatened) for the winding up complete fulfilment of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's Distributor’s obligations under this Contract;Agreement in any material respect. g) it has and will continue to have all necessary rights in and to 11.4 Except as provided herein, neither the Intellectual Property Rights in all materials used by Principal nor the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of Distributor makes any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;other warranties under this Agreement.

Warranties. 8.1 34.1 Each party warrants, represents and undertakes that: 34.1.1 it has full capacity and authority to enter into and to perform this Agreement; 34.1.2 this Agreement is executed by a duly authorised representative of that party; 34.1.3 there are no actions, suits or proceedings or regulatory investigations pending or, to that party's knowledge, threatened against or affecting that party before any court or administrative body or arbitration tribunal that might affect the ability of that party to meet and carry out its obligations under this Agreement; and 34.1.4 once duly executed this Agreement will constitute its legal, valid and binding obligations. 34.2 The Contractor warrants, represents and undertakes for the duration of the Contract Period Term that: a) it has full capacity and authority and 34.2.1 all necessary consents (including where its procedures so requirepersonnel used to provide the Services will be vetted in accordance with Good Industry Practice, the consent of its parent company) to enter into Security Policy and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the ContractorStandards; b) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of this Contract; c) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; d) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) 34.2.2 it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this ContractAgreement; g) 34.2.3 it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all any materials used made available by the Contractor for and/or the purpose of providing the Services and/or delivered Sub-contractors to the Authority; h) NOT USED; i) Authority necessary to perform the Contractor's obligations under this Agreement; 34.2.4 as at the Commencement Effective Date all statements and representations in the Contractor's Response response to the Invitation to Tender and any other documents provided by the Contractor pursuant to the Further Competition Procedure are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;; and 34.2.5 it shall at all times comply with Law in carrying out its obligations under this Agreement. 34.3 Except as expressly stated in this Agreement, all warranties and conditions whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law. 34.4 For the avoidance of doubt the fact that any provision within this Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Contractor.

Warranties. 8.1 The Contractor warrantsService Provider warrants that: It is a company financially sound and duly licensed, represents with adequate human resources, equipment, competence, expertise and undertakes skills necessary to provide fully and satisfactorily, within the stipulated completion period, all the Services in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official of IOM or any third party has received from, will be offered by, or will receive from the Service Provider any direct or indirect benefit arising from the Agreement or award thereof; It has not misrepresented or concealed any material facts in the in the procurement of this Agreement; The Service Provider, its staff or shareholders have not previously been declared by IOM ineligible to be awarded agreements by IOM; It will maintain reasonable and appropriate organizational, administrative, physical, and technical safeguards to ensure the integrity and confidentiality of the information shared pursuant to this Agreement. The safeguards shall be designed to protect against any foreseeable threats or risks to the security and integrity of such information as well as the unauthorized access, use or disclosure thereof. If requested by IOM at any time during the term of this Agreement, the Service Provider shall provide IOM with copies of its policies, protocols, records, and other relevant materials implementing the safeguards; It has or shall take out relevant insurance coverage for the period the Services are provided under this Agreement; The Price(s) specified in this Agreement shall constitute the sole remuneration in connection with this Agreement. The Service Provider shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations thereunder. The Service Provider shall ensure that any subcontractors, as well as the personnel and agents of either of them, similarly, shall not receive any such additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Service Provider becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM; It is not included in the most recent United Nations Security Council Consolidated List nor is it the subject of any sanctions or other temporary suspension. The Service Provider will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent United Nations Security Council Consolidated List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Service Provider determines there are allegations or suspicions that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Service Provider shall ensure that this requirement is included in all subcontracts. The Service Provider warrants that it shall abide by the highest ethical standards in the performance of this Agreement, which includes not engaging in any fraudulent, corrupt, discriminatory or exploitative practice or practice inconsistent with the rights set forth in the Convention on the Rights of the Child. The Service Provider shall immediately inform IOM of any allegation or suspicion that the following practice may have occurred or exist: fraudulent practice, defined as any act or omission, including misrepresentation or concealment, that knowingly or recklessly misleads, or attempts to mislead, a natural or legal person in the procurement process or the execution of a contract party to obtain a financial gain or other benefit, or to avoid an obligation or in such a way as to cause a detriment to IOM; corrupt practice defined as the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another natural or legal person in the procurement process or in contract execution, such as through bribery; collusive practice defined as an arrangement between two or more bidders, or other natural or legal persons designed to achieve an improper purpose, including influencing improperly the actions of another natural or legal person or artificially altering the results of the procurement process to obtain a financial gain or other benefit; coercive practice defined as impairing or harming, or threatening to impair or harm, directly or indirectly, any natural or legal person or the property of any such person to influence improperly its actions or impact the execution of a contract; obstructive practice defined as acts or omissions intended to materially impede the exercise of IOM’s contractual rights of audit, investigation and/or access to information, including deliberately destroying, falsifying, altering or concealing of evidence material to IOM investigations, or making false statements to IOM investigators in order to materially impede a duly authorized investigation into allegations of fraudulent, corrupt, collusive, coercive or unethical practices; and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation; unethical practice defined as a practice contrary to the IOM Unified Staff Regulations and Rules or UN Supplier Code of Conduct, such as those relating to conflict of interest, gifts, hospitality, post-employment provisions, abuse of authority, harassment, discriminatory or exploitative practices or practices inconsistent with the rights set forth in the Convention on the Rights of the Child; money laundering practice defined as the conversion or transfer of property knowing that such property is derived from any offence(s), for the purpose of concealing or disguising the illicit origin of the property or of assisting any persons who are involved in such offence(s) to evade the legal consequences of their actions. Property shall include, but not be limited to money. The Service Provider further warrants that it shall: Take all appropriate measures to prevent sexual exploitation and sexual abuse (SEA), as those terms are defined in section 1 of ST/SGB/2003/13 (the “SG Bulletin”),1 and sexual harassment, as that term is defined in section 1 of the UN System Model Policy on Sexual Harassment,2 by its employees or sub-contractors, consultants, interns or volunteers associated with or working on behalf of the Service Provider to perform activities under this Agreement (“Associated Personnel”); accept and follow the standards of conduct listed in section 3 of the SG Bulletin; Promptly and confidentially report to IOM any allegations or suspicions of SEA or SH concerning its employees or Associated Personnel; promptly investigate any credible allegations of SEA or SH concerning its employees or Associated Personnel, and inform IOM of the outcome of such investigation; take appropriate corrective measures, including imposing disciplinary measures on any of its employees or Associated Personnel who has committed SEA or SH, and inform IOM of such corrective measures; Provide to IOM, on written request, all relevant information to determine whether the Service Provider has taken appropriate investigative and corrective action in cases of SEA or SH. Failure to take appropriate investigative or corrective action to the satisfaction of IOM shall constitute material breach of this Agreement; Ensure that the SEA and SH provisions contained in this Article are included in all sub-contracts related to this Agreement; Adhere to the provisions of this Article for the duration of this Agreement. The Service Provider expressly acknowledges and agrees that breach by the Contract Period that: a) it Service Provider, its employees or its Associated Personnel, of any provision contained in Articles 5.1, 5.2 or 5.3 of this Agreement constitutes a material breach of this Agreement and shall entitle IOM to terminate this Agreement immediately on written notice without liability. In the event that IOM determines, whether through an investigation or otherwise, that such a breach has full capacity and authority and occurred then, in addition to its right to terminate the Agreement, IOM shall be entitled to recover from the Service Provider all necessary consents losses suffered by IOM in connection with such breach. IOM shall have the right to investigate any allegations (including where but not limited to SEA, SH, fraud and corruption) involving the Service Provider, its procedures so requireemployees or its Associated Personnel, notwithstanding related investigations undertaken by the Service Provider or national authorities. The Service Provider shall provide its full and timely cooperation with any such investigations. Such cooperation shall include, but shall not be limited to, the consent of Service Provider's obligation to make available its parent company) personnel and any relevant documentation for such purposes at reasonable times and on reasonable conditions and to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractor; b) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing grant access to the Authority prior Service Provider's premises at reasonable times and on reasonable conditions in connection with such access to execution of this Contract; c) no claim is being asserted the Service Provider's personnel and no litigationrelevant documentation. The Service Provider shall require its agents, arbitration including, but not limited to, the Service Provider's attorneys, accountants or administrative proceeding is presently in progress orother advisers, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; d) it is not subject to any contractual obligation, compliance reasonably cooperate with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;investigations carried out by IOM.

Warranties. 8.1 The Contractor warrantsSeller warrants and represents to the Buyer, represents as at the date of this agreement and undertakes for the duration of the Contract Period at every moment until Completion, that: (a) it has full capacity is the sole legal and authority and all necessary consents (including where its procedures so requirebeneficial owner of the Shares, the consent of its parent company) to enter into Shares are fully paid or credited as fully paid and perform its obligations under the Contract and that the Contract there is executed by a duly authorised representative of the Contractor; b) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of this Contract; c) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; d) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer Encumbrance in relation to any of the Contractor‟s assets or revenueShares; f(b) it has full power to enter into and will continue perform and has obtained all corporate authorisations and all other applicable governmental, statutory, regulatory or other consents, approvals, licences, waivers or exemptions required to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary empower it to enter into and to perform the Contractor's its obligations under this Contractagreement and each document to be executed by it at or before Completion; g(c) the Seller is an exempted company with limited liability duly organised and validly existing under the laws of the Cayman Islands and has been in continuous existence since incorporation; (d) the Seller is not, or is not deemed to be, unable to pay its debts; (e) no order has been served on the Seller and no resolution has been passed for the winding-up or dissolution of the Seller; the Seller is not in administration and no steps have been taken to place the Seller into administration (including the filing of any notice of intention to appoint an administrator over the Seller); the Seller is not subject to a company voluntary arrangement and no such arrangement has been proposed nor is the Seller subject to a scheme of arrangement and no such scheme has been proposed; no receiver (whether statutory or contractual) has been appointed to the Seller or any of its assets; the Seller is not in administrative receivership and has not suspended payments on any of its debts, nor entered into any compromises with any or all of its creditors; and (f) its obligations in this agreement and the completion of the transactions contemplated hereby are enforceable in accordance with their terms. 8.2 The Buyer warrants and represents to the Seller, as at the date of this agreement and at every moment until Completion, that: (a) it has full power to enter into and perform and has obtained all corporate authorisations and all other applicable governmental, statutory, regulatory or other consents, approvals, licences, waivers or exemptions required to empower it to enter into and to perform its obligations under this agreement and each document to be executed by it at or before Completion; (b) the Buyer is a limited company duly organised and validly existing under the laws of its country of incorporation and has been in continuous existence since incorporation; (c) the Buyer is not, or is not deemed to be, unable to pay its debts; (d) no order has been served on the Buyer and no resolution has been passed for the winding-up or dissolution of the Buyer; the Buyer is not in administration and no steps have been taken to place the Buyer into administration (including the filing of any notice of intention to appoint an administrator over the Buyer); the Buyer is not subject to a company voluntary arrangement and no such arrangement has been proposed nor is the Buyer subject to a scheme of arrangement and no such scheme has been proposed; no receiver (whether statutory or contractual) has been appointed to the Buyer or any of its assets; the Buyer is not in administrative receivership and has not suspended payments on any of its debts, nor entered into any compromises with any or all of its creditors; and (e) its obligations in this agreement and the completion of the transactions contemplated hereby are enforceable in accordance with their terms. 8.3 The Seller warrants and represents to the Buyer in the terms of the Warranties and the Seller acknowledges and confirms that the Buyer is relying upon such warranties and representations in entering into this agreement. The Warranties shall be deemed to have been repeated immediately prior to Completion by reference to the facts and circumstances then subsisting. 8.4 The Seller undertakes that it will not (and will continue procure that none of its Related Persons will) bring any claim or other action in respect of negligence or otherwise (a “Claim”) against any Group Company (or any of their respective directors, officers, employees or agents) in relation to have all necessary rights any matter arising (directly or indirectly) out of or in connection with any Transaction Document. To the extent that any such Claim exists (if any and without prejudice to the Intellectual Property Rights aforesaid), the Seller irrevocably and unconditionally waives the right to bring any Claim against or recover any sums from any Group Company (or any of their respective directors, officers, employees or agents) in all materials used by relation to any Claim. It is intended that any Group Company (or any of their respective directors, officers, employees or agents) shall be entitled to the Contractor benefit of the undertakings, releases and waivers provided for in this clause for the purpose of, inter alia, the Contracts (Rights of providing the Services and/or delivered to the Authority; hThird Parties) NOT USED; i) as at the Commencement Date all statements and representations Xxx 0000. Nothing in the Contractor's Response to the Invitation to Tender are to the best this clause shall exclude or limit liability in respect of its knowledge, information and belief, true and accurate and that it will advise the Authority a Claim arising directly out of any factstatements made fraudulently or arising as a direct result of wilful concealment by any Group Company (or any of their respective directors, matter officers, employees or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;agents).

Warranties. 8.1 ‌ 6.1 The Contractor warrantsGrant Recipient warrants and represents to the Council as follows: 6.1.1 that the information given in connection with this Agreement, represents and undertakes for the duration Project or the Council’s evaluation of the Contract Period Grant Recipient or the Project is at the date of this Agreement true, complete and accurate in all respects and not misleading in any respect; 6.1.2 that where at any time any information of any nature whatsoever is provided by the Grant Recipient to the Council regarding this Agreement, the Project or in response to a specific request by the Council relating to this Agreement or the Project it will at the time(s) when given be true, complete and accurate and not misleading in any respect; 6.1.3 that it will promptly notify in writing the Council if, and to the extent that:, any information provided by it to the Council becomes untrue, incomplete, or misleading in any respect; a) 6.1.4 that it has full capacity the necessary power and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into this Agreement with the Council; 6.1.5 all actions necessary on the part of the Grant Recipient to authorise the execution of and perform the performance of its obligations under this Agreement have been taken; 6.1.6 the Contract obligations expressed to be assumed by the Grant Recipient under this Agreement will be legal, valid, binding and that enforceable to the Contract is executed extent permitted by a duly authorised representative Law and this Agreement will be in the proper form for enforcement in England; 6.1.7 the execution, deliver and performance by it of this Agreement does not contravene any provision of: (a) any Law either in force, or enacted but not yet in force and binding on the Grant Recipient; (b) the memorandum and articles of association of the ContractorGrant Recipient; b(c) as at any order or decree of any court or arbitrator which is binding on the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of this ContractGrant Recipient; c(d) any obligation which is binding upon the Grant Recipient or upon any of its assets or revenues; 6.1.8 no claim is presently being asserted assessed and no litigation, arbitration arbitration, administrative or administrative proceeding is mediation proceedings are presently in progress or, to the best of its the knowledge and beliefof the Grant Recipient, pending or threatened against it or any of its assets which will or might have a material adverse effect on its the ability of the Grant Recipient to perform its obligations under the Contractthis Agreement; d) 6.1.9 it is not subject to any contractual other obligation, compliance with which will or is likely to have a material adverse effect on its the ability of the Grant Recipient to perform its obligations under the Contractthis Agreement; e) 6.1.10 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledgethe knowledge of the Grant Recipient, are threatened) for the its winding up of the Contractor up, or for its dissolution or for the appointment of a receiver, administrative receiver, administrator, liquidator, manager, administrator trustee or similar officer or in relation to any of the Contractor‟s its assets or revenuerevenues; f) 6.1.11 this Agreement will be in full force and effect and constitutes the valid, binding and enforceable obligations of the parties; and the Council relies upon such warranties and representations. 6.2 All warranties, representations, undertaking, indemnities and other obligations made, given or undertaken by the Grant Recipient in this Agreement are cumulative and none shall be given a limited construction by reference to any other. 6.3 The Grant Recipient warrants and represents that by entering into this Agreement it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of not committed any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;Prohibited Act.

Warranties. 8.1 The Contractor warrantsEach Party (a “Relevant Party”) represents, represents warrants and undertakes for covenants to each other Party that: the duration Relevant Party is duly incorporated, validly existing and in good standing order under the law of its jurisdiction of incorporation; the Contract Period that: a) it Relevant Party has the full capacity power and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under this Agreement; this Agreement constitutes binding obligations on the Contract Relevant Party in accordance with its terms, subject to any principles of equity or insolvency law; other than as expressly stated in this Agreement, the Relevant Party has obtained all applicable corporate approvals, licenses, waivers or exemptions as required under its constitutional documents, applicable law, and as required by any Government Authority to empower it to enter into and perform its obligations under this Agreement. Warranties given by the Customer it has title to or a valid and ongoing lease for the Premises; it has the full right, power and authority to grant the license to the Solar Service Company and its employees, agents and Subcontractors pursuant to Clause 20 and grant of such license is not inconsistent with and will not result in a breach or default under any agreement by which the Customer is bound or that affects the Contract is executed by a duly authorised representative Premises; if the Customer does not own the Premises, it has obtained all required consents from the owner of the Contractor; b) as at Premises to have the Commencement Date, all information contained in Solar PV System installed on the Tender remains true, accurate Site and not misleading, save as may have been specifically disclosed in writing to grant the license to the Authority prior Solar Service Company and its employees, agents and Subcontractors pursuant to execution Clause 20 and enter into and perform its obligations under this Agreement; it will not violate any provision of this Contract; c) no claim is being asserted and no litigationLaws, arbitration order, judgment, or administrative proceeding is presently violate any provision in progress orany formation documents of Customer, to the best violation of its knowledge and belief, pending or threatened against it or any of its assets which will or might could have a material adverse effect on its the ability of Customer to perform its obligations under this Agreement; it shall ensure to maintain its valid title to or rights as lessee of the Contract; d) it is not subject Premises, as the case may be, throughout the Term, including by paying any relevant fees to any contractual obligationGovernmental Authorities and/or fees, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings or other steps have been taken and not discharged (norincluding rental, to the best of its knowledge, are threatened) for the winding up owner of the Contractor or for its dissolution or for the appointment of a receiverPremises, administrative receiveras applicable, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has as and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;when due.

Warranties. 8.1 (a) The Contractor warrants, Company represents and undertakes for the duration of the Contract Period warrants to Principal Underwriter that: a(i) it has full capacity Registration Statements [on Form ____and authority ____] for each of the Contracts identified in Attachment A have been filed with the Commission in the form previously delivered to Principal Underwriter and that copies of any and all amendments thereto will be forwarded to Principal Underwriter at the time that they are filed with Commission; (ii) The Registration Statements and any further amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act and the Investment Company Act, and the rules and regulations of the Commission under such Acts, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary consents to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statement or omission made in reliance upon and in conformity with information furnished in writing to Company by Principal Underwriter expressly for use therein; (including where its procedures so require, the consent of its parent companyiii) to enter into and perform its obligations The Company is validly existing as a stock life insurance company in good standing under the Contract and that the Contract is executed by a duly authorised representative laws of the ContractorState of Illinois, with power to own its properties and conduct its business as described in the Prospectus, and has been duly qualified for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business; b(iv) The Contracts to be issued by the Company and through the Separate Account and offered for sale by Principal Underwriter on behalf of the Company hereunder have been duly and validly authorized and, when issued and delivered with payment therefore as at provided herein, will be duly and validly issued and will conform to the Commencement Date, all information description of such Contracts contained in the Tender remains true, accurate Prospectuses relating thereto; (v) Those persons who offer and not misleading, save as may have been specifically disclosed in writing sell the Contracts are to be appropriately licensed and/or appointed to comply with the Authority prior to execution state insurance laws; (vi) The performance of this Contract; c) no claim Agreement and the consummation of the transactions contemplated by this Agreement will not result in a violation of any of the provisions of or default under any statute, indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which Company is being asserted and no litigationa party or by which Company is bound (including Company's Charter or By-laws as a stock life insurance company, arbitration or administrative proceeding is presently in progress orany order, to the best rule or regulation of its knowledge and belief, pending any court or threatened against it governmental agency or body having jurisdiction over Company or any of its assets properties); (vii) There is no consent, approval, authorization or order of any court or governmental agency or body required for the consummation by Company of the transactions contemplated by this Agreement, except such as may be required under the Exchange Act or state insurance or securities laws in connection with the distribution of the Contracts; and (viii) There are no material legal or governmental proceedings pending to which will Company or might the Separate Account is a party or of which any property of Company or the Separate Account is the subject (other than as set forth in the Prospectus relating to the Contracts, or litigation incidental to the kind of business conducted by the Company) which, if determined adversely to Company, would individually or in the aggregate have a material adverse effect on its ability the financial position, surplus or operations of Company. (b) Principal Underwriter represents and warrants to perform its obligations Company that: (i) It is a broker-dealer duly registered with the Commission pursuant to the Exchange Act, is a member in good standing of the NASD, and is in compliance with the securities laws in those states in which it conducts business as a broker-dealer; (ii) As a principal underwriter, it shall permit the offer and sale of Contracts to the public only by and through persons who are appropriately licensed under the Contractsecurities laws and who are appointed in writing by the Company to be authorized insurance agents, unless such persons are exempt from licensing and appointment requirements; d(iii) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under The performance of this Agreement and the Contract; e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up consummation of the Contractor transactions herein contemplated will not result in a breach or for its dissolution or for the appointment violation of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets terms or revenue;provisions of or constitute a default under any statute, indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which Principal Underwriter is a party or by which Principal Underwriter is bound (including the Certificate of Incorporation or By-laws of Principal Underwriter or any order, rule or regulation of any court or governmental agency or body having jurisdiction over either Principal Underwriter or its property); and f(iv) it has To the extent that any statements made in the Registration Statements, or any amendments or supplements thereto, are made in reliance upon and in conformity with written information furnished to Company by Principal Underwriter expressly for use therein, such statements will, when they become effective or are filed with the Commission, as the case may be, conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and will continue not contain any untrue statement of a material fact or omit to hold all necessary (if any) regulatory approvals from the Regulatory Bodies state any material fact required to be stated therein or necessary to perform make the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or therein not misleading;.

Warranties. 8.1 The Contractor warrantsBorrower warrants that Borrower is lawfully seized of a fee simple estate in the Property hereby conveyed and has the right to mortgage, represents convey, grant and undertakes for assign the duration Property, that the Property is subject in all cases to no lien, charge or encumbrance other than those set forth on Exhibit B attached hereto or hereafter approved by Lender in writing after the date hereof (collectively, the "Permitted Encumbrances"), that this Instrument is and will remain a valid and enforceable first lien on the Property subject to Permitted Encumbrances and the Permitted Liens, and that Borrower shall cooperate to preserve such title, and will forever warrant and defend the title, validity and priority of the Contract Period that: alien hereof against the claims of all persons and parties whomsoever except as to the Permitted Encumbrances. Borrower further warrants that except as set forth in the Credit Agreement (i) it Borrower has full capacity power and authority and all necessary consents (including where its procedures so require, to consummate the consent of its parent company) to enter into transactions contemplated hereby and perform its obligations under this Instrument, the Contract Notes, the Credit Agreement and that any other documents given to evidence or further secure the Contract is executed by a duly authorised representative of the Contractor; bobligations provided for herein; (ii) as there are no actions, suits or proceedings or investigations at the Commencement Datelaw or in equity pending, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing or to the Authority prior knowledge of Borrower threatened against or affecting it or the Property, and Borrower is not in default with respect to any order, writ, judgment, decree or demand of any court or any governmental authority; (iii) the execution and delivery by Borrower of this Contract; cInstrument, the Notes, the Credit Agreement and any other documents given to evidence or further secure the obligations provided for herein do not and will not result in any breach of, or constitute a default under, any mortgage, deed of trust, lease, bank loan or credit agreement or other instrument or document to which Borrower is a party or by which it may be bound or affected; (iv) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of Borrower's knowledge, the Property is fully connected to all utility services necessary for the use and operation of the Property in adequate capacities to serve the Property for its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; dintended purpose; (v) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings or other steps have been taken and not discharged (nor, to the best of its Borrower's knowledge, are threateneda final unconditional certificate of occupancy (or alternative certificate if no certificate of occupancy is issued under local law) has been issued and all other material licenses and permits necessary for the winding up lawful use and operation of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has Property have been obtained and will continue to hold all necessary remain in full force and effect; and (if anyvi) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its Borrower's knowledge, information Borrower's operation of the Property is in material compliance with all applicable laws, regulations, rules, ordinances and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;restrictive covenants.

Warranties. 8.1 5.1 Ortho warrants that any Products to be supplied to WFH hereunder will, upon shipment, comply in all respects with the Specifications and the specifications referred to in the Federal Food Drug and Cosmetic Act, and regulations issued pursuant to that Act, including but not limited to, regulations concerning current good manufacturing practices and the Quality System Regulations (as defined by the FDA)(the "QSR's"). The Contractor warrantsforegoing warranty shall not apply to any Products that after delivery to WFH (i) has been tampered with or otherwise altered; (ii) has been subjected to misuse, negligence or accident; or (iii) has been stored, handled or used in a manner contrary to FDA or other governmental requirements or Ortho's written instructions or applicable industry practices or standards. Subject to the first sentence of this Section 5.1 and except as otherwise expressly provided herein, ORTHO MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR ANY OTHER MATTER WITH RESPECT TO THE PRODUCT WHETHER USED ALONE OR IN COMBINATION WITH ANY OTHER MATERIAL. Ortho agrees to bear the direct, incremental out-of-pocket costs reasonably incurred by WFH due to the recall of any Product or seizure of any Product by appropriate governmental authorities as a result of a wrongful act or omission by Ortho, including without limitation negligence in manufacture or failure to comply with applicable regulations concerning good manufacturing practices and the QSR's. Ortho further represents and undertakes for the duration of the Contract Period that: a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Contract and warrants that the Contract is executed by a duly authorised representative of the Contractor; b) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of this Contract; c) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; d) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened(x) for the winding up Trademark and the Product do not infringe any patent, trademark, service mark, xxade name, copyright, trade secret or other proprietary rights (collectively, Intellectual Property") of third parties in the Territory, and (y) it is the holder of all Intellectual Property necessary to perform its obligations hereunder. Ortho further agrees to notify WFH within twenty-four hours of receipt of notice from any source of any and all adverse reactions reported to Ortho and which were alleged to have been caused by any Product or similar products, or any other issues related to the design, materials, or workmanship of the Contractor Product or similar products reported to Ortho. 5.2 WFH warrants that it will comply with all laws, regulations and orders in the United States, respecting sale of the Products. Without limiting the generality of the foregoing, WFH specifically warrants that as of the commencement of the First Contract Year and thereafter during the term of this Agreement it will have in place an effective system for tracking Products in the event a recall is necessary. WFH further agrees to use its dissolution or for reasonable best efforts in the appointment event of a receiverrecall to notify all Product purchasers of the recall and to facilitate retrieval of Products recalled. WFH further agrees to notify Ortho within twenty-four hours of receipt of 5.3 Ortho hereby agrees to protect, administrative receiverindemnify, liquidatordefend and hold harmless WFH, managerits officers, administrator directors, shareholders, Affiliates, agents and employees from and against any and all claims, demands, actions, causes of action or similar officer judgments of any kind, nature and description for injury to or death of any person or persons whomsoever, together with costs and expenses thereto, including reasonable attorneys' fees, arising out of any product liability claims to the extent that Ortho has breached its warranties set forth in relation Section 5.1 hereof. 5.4 WFH hereby agrees to protect, indemnify, defend and hold harmless Ortho, its affiliates, officers, agents and employees from and against any and all claims, demands, actions, causes of action or judgments of any kind, nature and description as a result of WFH's breach of any of its warranties contained herein and for any statement, representation or warranty made by WFH or any of its agents with respect to a Product or its use that is not first approved by Ortho in writing or that is not consistent with the statements, representations or warranties contained in the Product labeling or package insert. 5.5 Ortho and WFH agree to promptly notify each other of and cooperate with and assist each other in investigating and answering any customer and regulatory complaints and inquiries concerning any of the Contractor‟s assets Products without prejudice as to which party which might be ultimately liable or responsible therefor. In connection therewith, each party will comply with the current Ortho-McNexx Xxxplaint Procedures, as may be amended from time to time. 5.6 Except as set forth in Section 5.3 hereof, neither party shall, in any case, be liable to the other party for special, incidental or consequential damages arising from breach of warranty, breach of contract, negligence or any other legal theory. Such damages include, but are not limited to, loss of profits or revenue;, injury to business, cost of capital, cost of any substitute product, facilities or services, or claims of customers of either party for such damages. f) it has 5.7 The parties agree that WFH shall have no liability whatsoever for claims in respect of any Products sold by Ortho and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and its Affiliates prior to the Intellectual Property Rights in date of this Agreement, including without limitation, any past or currently pending or threatened personal injury claims relating to the use of such products, and Ortho agrees to protect, indemnify, defend and hold harmless WFH, its officers, directors, shareholders, Affiliates, agents and employees from and against any and all materials used claims, demands, actions, causes of action or judgments of any kind, nature and description arising from or relating to such matters. (a) Subject to Section 6.2(a)(vi) hereof, Ortho agrees that it shall use its reasonable best efforts to correct process revalidation issues raised by the Contractor for the purpose of providing the Services and/or delivered FDA related to the AuthorityProducts, including any reformulation of the Products if Ortho in its sole discretion determines such reformulation to be necessary; h) NOT USEDprovided that Ortho shall be responsible for all costs associated therewith; i) as at and, provided further, that Ortho shall have no obligation with respect to the Commencement Date all statements and representations taking of such corrective action pursuant to this Section 5.8 or otherwise in the Contractorevent that in the reasonable determination of Ortho the estimated cost of such corrective action would exceed $3,000,000 in the aggregate; and, provided further, that in the event of any recall or failure to supply Product which is a result of Ortho's Response breach of any representation or warranty set forth in this Agreement, the parties shall agree to use good faith efforts to renegotiate the payments to be made under Section 3.1 hereof. (b) Each of the parties hereby agrees and acknowledges that any failure to supply Products by Ortho to WFH as a result of the process revalidation issues raised by the FDA related to the Invitation Products set forth in Section 5.8(a) above, shall not be deemed a breach of Ortho's obligation to Tender are supply Product to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter WFH pursuant to Article 2 hereof or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;otherwise.

Warranties. 8.1 The Contractor warrants7.1 Each of the Vendors jointly and severally represents, represents warrants and undertakes for to and with the duration Purchaser that each of the Contract Period that:statements set out in Schedule 4 is now and will at Completion be true and accurate. a) it has full capacity and authority and all necessary consents 7.2 The Warranties (including where its procedures so requireother than Warranties 4.1, 4.2, 4.3, the consent entire 15 and the entire 16 in respect of its parent companywhich no qualification is accepted) are given subject to matters fully and fairly disclosed in the Disclosure Letter. 7.3 Each of the Vendors acknowledges that the Purchaser has entered into this Agreement in reliance upon the Warranties and has been induced by them to enter into and perform its obligations under this Agreement. 7.4 Without restricting the Contract and that the Contract is executed by a duly authorised representative rights of the Contractor; bPurchaser or otherwise affecting the ability of the Purchaser to claim damages on any other basis available to it, in the event that (i) any of the Warranties is broken or (as the case may be) proves to be untrue or misleading, and/or (ii) any breach by any of the Vendors of any of their respective Table of Contents agreements, obligations or covenants under this Agreement, the Vendors shall, on demand, pay to the Purchaser or, at the Commencement DatePurchaser’s direction, all information contained in the Tender remains true, accurate Company: (a) the amount necessary to put the Company and each of the Subsidiaries into the position which would have existed if the Warranties had not been broken or (as the case may be) had been true and not misleading; and (b) all losses, costs and expenses incurred by the Purchaser, the Company and each member of the Group in connection with or as a result of such breach and any costs (including reasonable legal costs), expenses which any of them may incur either before or after the commencement of any action in connection with (i) any legal proceedings in which the Purchaser claims that any of the Warranties has been broken or is untrue or misleading and in which judgement is given for the Purchaser or (ii) the enforcement of any settlement of, or judgement in respect of, such claim. 7.5 Each of the Warranties shall be separate and independent and, save as may have been specifically disclosed in writing expressly provided to the Authority prior contrary, shall not be limited by reference to execution or inference from any other Warranty or any other term of this Contract;Agreement, nor by anything in the Disclosure Letter which is not expressly referenced to the Warranty concerned. c) no claim 7.6 Where any statement in the Warranties or any confirmation or certificate given by any of the Vendors hereunder or pursuant hereto is being asserted and no litigation, arbitration qualified by the expression “so far as the Vendors are aware” or administrative proceeding is presently in progress or, “to the best of its the Vendor’s knowledge and belief, pending or threatened against it ” or any similar expression, that statement shall be deemed to include an additional statement that it has been made after due and careful enquiry. 7.7 Each of the Vendors agrees with the Purchaser (for itself and on behalf of the Company and each of the Subsidiaries) to waive any rights which it may have in respect of any gross misrepresentation or gross inaccuracy in, or gross omission from, any information or advice supplied or given by the Company or its assets Subsidiaries or its or their officers, employees or advisers in connection with the giving of the Warranties and the preparation of the Disclosure Letter. 7.8 Each of the Vendors agrees to disclose promptly to the Purchaser in writing immediately upon becoming aware of the same, any matter, event or circumstance (including any omission to act) which will may arise or might have become known to it after the date of this Agreement and before Completion which: (a) constitutes a material breach of or is materially inconsistent with any of the Warranties; or (b) has an adverse effect on its ability to perform its obligations under the Contract;financial position or prospects of the Company or any Subsidiary. d) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings or other steps have been taken and not discharged (nor, 7.9 The Vendors shall give to the best of its knowledge, are threatened) for Purchaser both before and after Completion all such reasonable information and documentation relating to the winding up Company and the Subsidiaries as the Purchaser shall reasonably require to enable it to satisfy itself as to the accuracy and due observance of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;Warranties.

Warranties. 8.1 The Contractor warrants, represents Client warrants and undertakes for the duration of the Contract Period that: a) 8.1.1 it is validly existing and has the full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Contract and that the Contract this Agreement, this Agreement is executed by a duly authorised authorized representative of the ContractorClient and this Agreement is binding upon the Client and enforceable in accordance with its terms; b8.1.2 except as expressly set out in this Agreement, with respect to the Client, no consent, approval, order, or authorization of or from, or registration, notification, declaration or filing with any individual, entity or government agency or authority is required in any jurisdiction in connection with the execution, delivery or performance of this Agreement by the Client; 8.1.3 it will comply with the terms of this Agreement and all applicable laws and regulations, and shall not do any act that shall infringe the rights of any third party; 8.1.4 it has complied and will continue to comply with the terms of the Fund Documents and all applicable laws, rules and regulations and court or governmental orders by which it is bound or to which it is subject; 8.1.5 any Client Data provided from time to time to the Sub-Administrator under or in connection with this Agreement is accurate and complete in all material respects, and the Client shall promptly notify the Sub-Administrator in writing if any Client Data is found to be inaccurate or incomplete or has changed, and shall promptly provide to the Sub-Administrator any relevant updated information; 8.1.6 the provision of any Client Data provided from time to time to the Sub-Administrator and the use of such Client Data by the Sub-Administrator under or in connection with this Agreement do not breach any applicable laws or regulations, duties of confidentiality or any other duties or obligations owed to any person and any necessary third party consent to the provision of such Client Data to the Sub-Administrator, and the use of such Client Data by the Sub-Administrator for the purposes of this Agreement, has been obtained; 8.1.7 the information set out in Part 1 of Schedule 8 (List of Fund Entities) as at is accurate and complete in all material respects and Pomona is the Commencement Datediscretionary investment manager (or equivalent) of each of the Funds; and 8.1.8 the Client, all information contained and any direct or indirect investor or shareholder in the Tender remains trueClient is not named in, accurate is not subject to, and is not misleadingacting, save directly or indirectly, for or on behalf of any person, group, entity or nation that is named in or is subject to any Executive Order or United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person”, or other banned or blocked person, entity, nation or transaction pursuant to any law, order, rule, or regulation that is enforced or administered by the Office of Foreign Assets Control. 8.2 The Client shall promptly notify the Sub-Administrator in writing if at any time it becomes aware that any of the above warranties or undertakings has or may have been specifically disclosed breached and, without prejudice to any other provision contained in writing this Agreement, promptly co-operate with the Sub-Administrator for the purpose of remedying any such breach (to the Authority prior extent it is remediable). 8.3 The Sub-Administrator warrants and undertakes that: 8.3.1 it is validly existing and has the full capacity and authority to execution enter into and perform this Agreement, and that this Agreement is executed by a duly authorized representative of the Sub-Administrator and this Agreement is binding upon the Sub-Administrator and enforceable in accordance with its terms; 8.3.2 except as expressly set forth in this Agreement, with respect to the Sub-Administrator, no consent, approval, order, or authorization of or from, or registration, notification, declaration or filing with any individual, entity or government agency or authority is required in any jurisdiction in connection with the execution, delivery or performance of this ContractAgreement by the Sub-Administrator; c) 8.3.3 it owns or has obtained valid licences, consents, permissions and rights to enable the Sub-Administrator to comply with this Agreement and use any of the Intellectual Property Rights used by the Sub-Administrator for the purpose of the provision of the Administration Services; 8.3.4 it will comply in any material respect with all applicable laws and regulations in performing its obligations under this Agreement; 8.3.5 all personnel and permitted sub-contractors used by the Sub-Administrator in the performance of this Agreement are adequately skilled and experienced for the activities they are required to perform; 8.3.6 it has the personnel, systems and infrastructure necessary to perform its obligations hereunder in a manner consistent with the terms and conditions set forth in this Agreement; 8.3.7 to its knowledge, there is no claim is being asserted and no litigationadministrative, arbitration civil or administrative criminal proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; d) it that is not subject to any contractual obligation, compliance with which is reasonably likely to have a material adverse effect on its ability to perform its obligations provide the Administration Services under this Agreement; 8.3.8 it has the established policies and procedures reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the Contract; e1940 Act) no proceedings or other steps have been taken and not discharged (nor, with respect to the best Services provided under this Agreement, and, upon written request, shall provide to each Fund a certification to such effect no less frequently than annually or as otherwise reasonably requested by such Fund. The Sub-Administrator shall make reasonably available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by such Fund; and 8.3.9 it has the established policies and procedures reasonably designed to allow it to conduct its business in a commercially reasonable manner and in accordance with industry standards for private equity fund administrators and prevent its violation of its knowledge, are threatened) for applicable federal and state laws and regulations. 8.4 The Sub-Administrator shall promptly notify the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer Client in relation to writing if at any time it becomes aware that any of the Contractor‟s assets above warranties or revenue; f) it undertakings has and will continue or may have been breached and, without prejudice to hold all necessary (if any) regulatory approvals from any other remedies of the Regulatory Bodies necessary to perform the Contractor's obligations Client under this Contract; g) it has and will continue to have all necessary rights in and to Agreement, promptly co-operate with the Intellectual Property Rights in all materials used by the Contractor Client for the purpose of providing the Services and/or delivered remedying such breach (to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that extent it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;is remediable).

Warranties. 8.1 The Contractor warrantshereby represents, represents warrants and undertakes for agrees that at all times during the duration of the Contract Period that: Term: (a) it has full capacity Contractor has, and authority and all necessary consents (including where its procedures so requireany personnel providing Services have, the consent of its parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractor; b) as at the Commencement Dateor will have when required hereunder, all information contained licenses and permits required for it to provide the Services, and performance under this Agreement will not violate or be restricted in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing any material manner by any agreement to the Authority prior to execution of this Contract; c) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it which Contractor or any of its assets which will employees or might have a material adverse effect on subcontractors are bound, (b) it is currently active, in good standing and qualified in all applicable jurisdictions to conduct its business as it is presently conducted and of sufficient financial solvency to assure YHI of its ability to perform its obligations under this Agreement, (c) it will remain in compliance with all requirements applicable to its existence and activities, and it has the Contract; experience, personnel and financial resources to provide the Services according to the terms of this Agreement, (d) there are no claims, demands, investigations, lawsuits or other matters pending against Contractor, its employees, owners or others that could materially adversely impact Contractor’s ability to provide the Services, (e) the Services will be performed promptly in good faith, in a professional manner, and at a professional level of quality, according to good industry practices (as used in this Agreement, the relevant industry is well-run state-based health insurance exchanges), and in compliance with all laws, regulations, codes, ordinances, and other binding government requirements, including all requirements, guidance and policies of CMS, HHS and any other government agency, and federal law regarding health insurance exchanges (“Laws”) and the terms of this Agreement and any other contract to which Contractor is a party related to this Agreement or to which YHI is a party and the relevant terms of which YHI has communicated to Contractor, (f) all Services when performed and any items delivered by Contractor, such as specifications, programs, code, notes, documentation, documents, designs, plans, information, or other items of any nature tangible or intangible (collectively with the Services, the “Deliverables”) will, except as agreed to in writing by YHI in advance, be the original work of Contractor with no third-party materials included in such Deliverable, and will for one hundred eighty (180) days after acceptance, or such other period agreed to by the parties in writing, have no defects and comply in all respects with all specifications, designs, drawings, plans, material lists, acceptance criteria and other requirements and documents included or described in this Agreement or otherwise agreed to by Contractor and YHI, and all Laws and good industry standards, (g) all Services will be provided solely by Contractor and any subcontractors approved by YHI in this Agreement or in writing (for clarity, indirect efforts supporting the individuals directly providing the Services are not subject to this requirement), and all Services will be performed in the United States and no YHI Confidential Information will be stored, or accessed, outside the United States, (h) regardless of whether Contractor will be reimbursed hereunder for any of such amounts, Contractor will timely pay and make proper filings relating to all taxes and other government charges due based on its provision of the Services, its payments to its employees and contractors, the conduct, revenue and profits of its business and otherwise, (i) Contractor will not act or fail to act in any way that results in a lien in favor of any party on any property of YHI, and if any such lien arises, it is will immediately take all actions necessary to remove such lien at no cost to YHI, (j) Contractor will promptly provide notice to YHI of any change in circumstances that may adversely impact the Services and of any claim made against Contractor or YHI, or any third party that may have an adverse impact on YHI or its activities, (k) upon delivery, except as provided otherwise herein, YHI will own all right, title and interest in and to each Deliverable free of any claims or encumbrances of any nature, (l) Services, including all Deliverables, and the use of each Deliverable as reasonably contemplated by YHI, will not infringe upon, misappropriate or violate the rights of any third party, including IP Rights, and any other rights arising at Law, in equity or otherwise, (m) Contractor will not violate any rights of YHI, including the IP Rights, the rights of YHI under Section 18 relating to YHI Confidential Information, and any other rights set forth in this Agreement or provided at Law, in equity or otherwise, (n) Deliverables have not been created with and do not contain or require for their operation any free or open source software except as agreed to in writing in advance by YHI, and in any event are not subject to any contractual obligationlicense terms requiring any Deliverable or other YHI software, compliance with which is likely data or other property to have a material adverse effect on its ability be made public or licensed to perform its obligations under any third party without the Contract; econsent of YHI, (o) no proceedings Deliverables or electronic communications from Contractor will contain any computer virus, worm, Trojan, timebomb, logic bomb, backdoor, exploit, keylogger, timer, infector, instruction, routine, rootkit, surveillance software, disabling code, or other steps have been taken and malware or malicious code intended to or that does cause the computers or systems of YHI or any third party to fail to act properly or to function in an unintended manner or permit access to such computers or systems by any person, computer or process not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used intended by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;YHI.

Warranties. 8.1 9.1 The Contractor warrants, represents Company warrants and undertakes to the Customer that for the duration of the Contract Period Service Period, it shall: (i) comply with all instructions issued by the Satellite Provider that relate to the performance of the Service; and (ii) provide the Service with reasonable skill and care. 9.2 The Customer warrants and undertakes to the Company that for the duration of the Service Period: (i) it has the right to transmit the Content within the Territory; and (ii) the transmission of the Service and the Content within the Territory will not infringe the intellectual property rights or any other proprietary rights of any third party; and (iii) it shall not include in the Content any material which causes a breach of the rules of the Commissariaat Voor De Media or any relevant regulatory body within the Territory (iv) it shall make the Company aware of any notices it receives from any other party including but not limited to the Commissariaat Voor De Media or any relevant regulatory body within the Territory in respect of a revocation of the licences held by Customer in respect of the Channel as soon as reasonably practicable following its receipt of such notice. 9.3 The Company and the Customer each represents and warrants to the other that: a(i) it has the right, power and authority to enter into and perform its obligations under this Agreement; and (ii) it has full capacity and authority and has obtained all necessary consents (including but not limited to, where its procedures so require, the consent of its parent companyParent Company) to enter into and to perform its obligations under the Contract this Agreement and that the Contract this Agreement is executed by a duly authorised representative representative; and (iii) the fulfilment of its obligations hereunder will not constitute a material violation of any existing applicable law, rule, regulation or order of any governmental authority; and (iv) all material and necessary or appropriate governmental, public or private consents, permissions, agreements, licences or authorisations to which it is subject have been or will be obtained prior to the Service Commencement Date; and (v) the execution, delivery and performance of this Agreement shall not violate or conflict with; · any provision of the Contractor; b) as at the Commencement Dateby-laws, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution articles of this Contract; c) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; d) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings incorporation or other steps have been taken and not discharged (norsimilar statutory instrument of either party; or · any law, judgment or order applicable to the best of its knowledgeeither party; or · any material agreement, are threatened) for the winding up of the Contractor restriction or for its dissolution obligation to which either party is subject or for the appointment of which constitutes a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations default under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement agreement, restriction or representation to be false or misleading;obligation.

Warranties. 8.1 The Contractor warrantsBorrower and Warrantors hereby jointly and severally represent, represents warrant and undertakes for undertake to and with the duration of the Contract Period Lender that: (a) it the Borrower and each Warrantor has full capacity power and authority to execute and deliver this Agreement and the agreements contemplated in this Agreement, and to consummate the transactions contemplated hereby and thereby and that this Agreement and all necessary consents (including where its procedures so require, the consent of its parent company) to enter such other agreements and obligations entered into and perform undertaken in connection with the transactions contemplated hereby constitute its valid and legally binding obligations, enforceable against it in accordance with their respective terms and the execution and delivery of, and the performance by it of its obligations under this Agreement shall not: (i) result in a breach of its constitutive documents and do not infringe, or constitute a default under, any instrument, contract, document or agreement to which it is a party or by which it or its assets are bound; and/or (ii) result in a breach of any law, rule, regulation, ordinance, order, judgment or decree of or undertaking to any court, government body, statutory authority or regulatory, administrative or supervisory body (including, without limitation, any relevant stock exchange or securities council) to which it is subject to or by which it or its assets are bound; (b) the Contract and Borrower shall apply the Second Loan only towards the Purposes; (c) the Borrower shall submit a Listing application to the SGX-ST within 12 months from the Drawdown Date; (d) in the event that the Contract is executed by a duly authorised representative of Borrower seeks listing on an exchange other than the ContractorSGX-ST on or before the Maturity Date, the Lender shall have the same rights as stated in this Agreement; b(e) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may event that the Redemption shall have occurred or the Put Option shall have been specifically disclosed exercised and the Borrower seeks listing within 2 years thereafter (as the case may be), the Lender shall be entitled to make an investment in writing to the Authority prior to execution of Borrower or the Listco on the same terms and conditions as stated in this ContractAgreement; c(f) there are no claim is being asserted and no litigationactions, arbitration suits or administrative proceeding is presently in progress or, to proceedings against or affecting the best of its knowledge and belief, pending Borrower or threatened against it the Listco or any of its properties or assets which will which, if determined adversely, would individually or might in the aggregate have a material adverse effect on its the ability of the Borrower or the Listco to perform its obligations under this Agreement, or which are otherwise material in the Contractcontext of the issue of the Conversion Shares, and, so far as it is aware, no such actions, suits or proceedings are threatened or contemplated; d(g) the Borrower and each Warrantor shall notify the Lender promptly of any event or development making untrue, or any material change affecting, any of its representations, warranties, undertakings, agreements or indemnities at any time, prior to the Drawdown Date and will take such steps as may be reasonably requested by the Lender to remedy the same; and (h) each of the warranties given by the Borrower and the Warrantors is true and accurate in all material respects, save as expressly disclosed in this Agreement. 8.2 The Lender hereby represents, warrants and undertakes to and with the Borrower that: (a) it is not subject has full power and authority to any contractual obligationexecute and deliver this Agreement and the agreements contemplated, compliance and to consummate the transactions contemplated hereby and thereby and that this Agreement and all such other agreements and obligations entered into and undertaken in connection with which is likely to have a material adverse effect on the transactions contemplated hereby constitute its ability to perform valid and legally binding obligations, enforceable against it in accordance with their respective terms and the execution and delivery of, and the performance by it of its obligations under the Contractthis Agreement shall not: (i) where applicable, result in a breach of its constitutive documents and do not infringe, or constitute a default under, any instrument, contract, document or agreement to which it is a party or by which it or its assets are bound; and/or (ii) result in a breach of any law, rule, regulation, ordinance, order, judgement or decree of or undertaking to any court, government body, statutory authority or regulatory, administrative or supervisory body (including, without limitation, any relevant stock exchange or securities council) to which it is subject to or by which it or its assets are bound; e(b) no proceedings it shall notify the Borrower promptly of any event or development making untrue, or any material change affecting, any of its representations, warranties, undertakings, agreements or indemnities at any time, prior to the Drawdown Date and will take such steps as may be reasonably requested by the Borrower to remedy the same; and (c) each of the warranties given by the Lender is true and accurate in all material respects, save as expressly disclosed in this Agreement. 8.3 The Lender hereby represents, warrants and undertakes to and with all the Parties that: (a) it shall be solely responsible for making its own assessment and decision on the grant of the Second Loan and the transactions contemplated in this Agreement; and (b) it has not relied on or been induced to enter into this Agreement by any representation or warranty other steps have been taken than expressly set forth in this Agreement, subject to such limitations and not discharged (norrestrictions as specified in this Agreement. 8.4 Save for this Xxxxxx 0, xxxx of the Parties makes any other representations or warranties, express or implied, to the best of its knowledge, are threatened) for the winding up other Parties and each of the Contractor Parties acknowledges to the other Parties that it has not relied on or been induced by any other warranties or representations made by the other Parties, their agents or representatives to enter into this Agreement. 8.5 The warranties given by the Warrantors are subject only to: (a) any matters disclosed in the letter given by the Borrower and the Warrantors to the Lender setting out certain matters that form an exception to the warranties and as acknowledged by the Lender (the “Disclosure Letter”); (b) any matter or thing expressly provided for its dissolution under the terms of this Agreement; and (c) any matter or for thing hereafter done or omitted to be done at the appointment of a receiver, administrative receiver, liquidator, manager, administrator request in writing or similar officer in relation to any with the prior written approval of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;Lender.

Warranties. 8.1 The Contractor warrants, (a) Presidential Life represents and undertakes for the duration of the Contract Period warrants to Distributor that: a(i) it has full capacity A Registration Statement on Form N-4 under the Securities Act of 1933 for each of the contracts indicated on Attachment A and authority an amendment to the Separate Account's registration under the Investment Company Act of 1940 (File No. 811-5474) have been filed with the Commission in the form previously delivered to Distributor and that copies of any and all amendments thereto will be forwarded to Distributor at the time that they are filed with the Commission; (ii) The Registration Statement and any further amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, and the rules and regulations of the Commission thereunder, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary consents to make the statements therein not misleading: provided, however, that this representation and warranty shall (including where its procedures so requireiii) Presidential Life is validly existing as a stock life insurance company in good standing under the laws of the State of New York, the consent of its parent companywith power (corporate or other) to enter into own its properties and perform conduct its obligations business as described in the Prospectus, and has been duly qualified for the transaction of business and is in good standing under the Contract and that the Contract is executed by a duly authorised representative laws of the Contractoreach other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification; b(iv) The Contracts to be issued through the Separate Account and offered for sale by Distributor on behalf of Presidential Life hereunder have been duly and validly authorized and, when issued and delivered against payment therefor as at provided herein, will be duly and validly issued and will conform to the Commencement Date, all information description of such Contracts contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution Prospectuses relating thereto; (v) The performance of this Contract; c) no claim Agreement and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms or provisions of, or constitute a default under any statute, any indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which Presidential Life is being asserted and no litigationa party or by which Presidential Life is bound. Presidential Life's Charter as a stock life insurance company or By-laws, arbitration or administrative proceeding is presently in progress orany order, to the best rule or regulation of its knowledge and belief, pending any court or threatened against it governmental agency or body having jurisdiction over Presidential Life or any of its assets which will properties; and no consent, approval, authorization or might have a material adverse effect on its ability to perform its obligations order of any court or governmental agency or body is required for the consummation by Presidential Life of the transactions contemplated by this Agreement, except such as may be required under the ContractSecurities Exchange Act of 1934 or state insurance or securities laws in connection with the distribution of the Contracts by Distributor; and (vi) There are no material legal or governmental proceedings pending to which Presidential Life or the Separate Account is a party or of which any property of Presidential Life or the Separate Account is the subject, other than as set forth in the Prospectus relating to the Contracts, and other than litigation-incident to the kind of business (b) Distributor represents and warrants to Presidential Life that: (i) It is a broker-dealer duly registered with the Commission pursuant to the Securities Exchange Act of 1934 and a member in good standing of the National Association of Securities Dealers, Inc. and is in compliance with the securities laws, in those states in which it conducts business as a broker-dealer; d(ii) it is It shall permit the offer and sale of Contracts to the public only by and through persons who are appropriately licensed under both the securities laws and state insurance laws and who are appointed in writing by Presidential Life to be authorized insurance agents. Presidential Life shall not subject be required to any contractual obligation, compliance with which is likely bear the costs of licensing or maintaining the securities licenses of those persons who offer and sell the Contracts to have a material adverse effect on its ability to perform its obligations under the Contractpublic; e(iii) no proceedings or other steps have been taken The performance of this Agreement and not discharged (nor, to the best of its knowledge, are threatened) for the winding up consummation of the Contractor transactions herein contemplated will not result in a breach or for its dissolution or for the appointment violation of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets terms or revenueprovisions of or constitute a default under any statute, any indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which Distributor is a party or by which Distributor is bound, the Certificate of Incorporation or By-laws of Distributor, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over Distributor or its property; f(iv) it has No offering, sale or other disposition of any Contracts will be made until Distributor is notified by Presidential Life that the Contracts are fully registered with the Commission for issuance and will continue sale; and such offering, sale or other disposition shall be limited to hold all necessary those jurisdictions that have approved or otherwise permit the offer and sale of the Contracts by Presidential Life; and (if anyv) regulatory approvals from To the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all extent that any statements and representations or omissions made in the Contractor's Response to the Invitation to Tender Registration Statement, or any amendment or supplement thereto are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;made in reliance upon and

Warranties. 8.1 The Contractor warrants(1) Subject to the provisions contained in Schedule 9, the Sellers represent and warrant to the Purchaser that, except to the extent fairly disclosed to the Purchaser (a) in the Disclosure Letter or (b) in any of the documents attached to the Disclosure Letter to which document the attention of the Purchaser is specifically drawn in the Disclosure Letter or (c) in any of the documents listed in Annexure 2 to the Disclosure Letter, each of the statements set out in Schedule 5 is true and accurate, save that in relation to paragraph A2(3) and A9 of Schedule 5, each of the Sellers represents and undertakes warrants to the Purchaser that, in relation to itself or its Shares only, each of the statements set out in those paragraphs is true and accurate. A matter disclosed to the Purchaser in any of the environmental reports listed in I2 of the Index to the Disclosure Letter or in the text of the Disclosure Letter against Warranty A8 by reference to those reports will not be fairly disclosed if it is contained in a statement of a speculative nature which refers to possibilities of problems or liabilities as opposed to known actual problems or liabilities. In this regard the following serve as examples of statements of a speculative nature which would not be fair disclosures: (a) "Treatment of plant spillage may result in the build up of contamination, most significantly due to low pH of the material. Acidic ground conditions may ultimately cause corrosion of materials of construction. Depending upon the depth of the groundwater, contamination could conceivably arise as a result of the presence of ground pollution" (page 9 of the HASTAM report on Milton Keynes -I2(h) of the Index to the Discxxxxxx Letter); and (b) "However, it should be noted that some past practices may have resulted in historical ground contamination for which no visual evidence remains" (page 7 of the HASTAM report on Colwall - I2(g) of the Index to the Disclosure Letter). (2) Each Seller agrees with the Purchaser (as trustee for each Company, its directors and its employees) to waive any rights or claims which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any Company, its directors or its employees in connection with the giving of the Warranties and the preparation of the Disclosure Letter provided that this clause 5(2) may not be relied upon by, and is not for the duration benefit of, any director of the Contract Period that:CCSB where it can be proved that such director has acted dishonestly or in bad faith. a(3) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) Without prejudice to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractor; b) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing any other remedy available to the Authority prior to execution of this Contract; c) no claim is being asserted and no litigation, arbitration Purchaser or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; d) it is not subject to claim damages on any contractual obligation, compliance with basis which is likely available to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings or other steps have been taken and not discharged (nor, to the best it by reason of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; fWarranties being breached, each Seller undertakes with the Purchaser (for itself and as trustee for each Company) that it has and will continue to hold all necessary (if any) regulatory approvals from shall, at the Regulatory Bodies necessary to perform direction of the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and Purchaser, pay to the Intellectual Property Rights in all materials used Purchaser, the Company concerned (provided that the amount of such damages would not be increased by reason of the Contractor for the purpose of providing the Services and/or delivered Seller paying such damages directly to the Authority; hCompany concerned and not to the Purchaser) NOT USED; i) as at the Commencement Date all statements and representations or (in the Contractor's Response case of liability to another person which has not been discharged) the person to whom the liability has been incurred (provided that the amount of such damages would not be increased by reason of the Seller paying such damages directly to that other person and not to the Invitation Purchaser), an amount equal to Tender are any loss or liability of the Company concerned, or of the Purchaser, which arises from any of the Warranties being breached and which would not have existed or arisen if the Warranty in question had not been breached. The obligations of the Sellers pursuant to this subclause shall be subject always to the best limitations contained in Schedule 9 and the liability of its knowledge, information and belief, true and accurate and that it will advise a Seller to pay any sum pursuant to this clause in respect of a breach of Warranty shall not be increased as a result of the Authority application of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;this subclause.

Warranties. 8.1 The Contractor warrants(a) XxxxXxxxx.xxx warrants that during the period that XxxxXxxxx.xxx is performing services under this Agreement the Intellectual Property will not infringe any copyright, represents United States trademark, patent, or other proprietary right of any other person. Broker's Client shall promptly notify XxxxXxxxx.xxx in writing of any claim, action, or proceeding relating to the foregoing warranty and undertakes shall permit XxxxXxxxx.xxx to control the settlement of such claim, action or proceeding and, through counsel of XxxxXxxxx.xxx's choice, to defend the claim, action, or proceeding at its expense. Broker's Client shall cooperate with and assist XxxxXxxxx.xxx, as requested by XxxxXxxxx.xxx, in the defense of any such claim, action, or proceeding. In the event of any such claim, action, or proceeding, XxxxXxxxx.xxx may, at its option and expense, either: (x) procure for Broker's Client the right to use the Intellectual Property; (y) replace or modify the Intellectual Property to make it non-infringing, but functionally equivalent; or (z) if the right to continue to use the Intellectual Property cannot be procured and the Intellectual Property cannot be replaced or modified at reasonable expense, reimburse Broker's Client for the duration amount paid, if any, under this Agreement for the Intellectual Property, less a reasonable sum for use. It is understood and agreed that any liability or obligation with respect to the foregoing warranties shall be the liability and obligation of the Contract Period that: a) it has full capacity and authority and all necessary consents (including where Named Employee, although XxxxXxxxx.xxx will use its procedures so require, reasonable commercial efforts to cause the consent of its parent company) Named Employee to enter into and perform its his or her obligations under this Agreement. The foregoing states the Contract entire liability of XxxxXxxxx.xxx and the Named Employee with respect to infringement of any patent, copyright, or other proprietary right by the Intellectual Property. (b) XxxxXxxxx.xxx warrants that during the period that XxxxXxxxx.xxx is performing Services under this Agreement the Services will be performed in a good and workmanlike manner and that the Contract Intellectual Property will be free from material defects and conform to applicable specifications. XxxxXxxxx.xxx will, during the period that XxxxXxxxx.xxx is executed by a duly authorised representative performing Services under this Agreement, correct any such material defects and bring the Intellectual Property into material conformance with applicable specifications. It is understood and agreed that any liability or obligation with respect to the foregoing warranties shall be the liability and obligation of the Contractor; b) as at Named Employee, although XxxxXxxxx.xxx will use its reasonable commercial efforts to cause the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of this Contract; c) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability Named Employee to perform its obligations under the Contract; d) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings his or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's her obligations under this Contract; g) it has Agreement. The foregoing states the entire liability of XxxxXxxxx.xxx and will continue the Named Employee with respect to have all necessary rights defects in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;non-conformance with specifications.

Warranties. 8.1 The Contractor warrantsEach Party (a “Relevant Party”) represents, represents warrants and undertakes for covenants to each other Party that: the duration Relevant Party is duly incorporated, validly existing and in good standing order under the law of its jurisdiction of incorporation; the Contract Period that: a) it Relevant Party has the full capacity power and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under this Agreement; this Agreement constitutes binding obligations on the Contract Relevant Party in accordance with its terms, subject to any principles of equity or insolvency law; other than as expressly stated in this Agreement, the Relevant Party has obtained all applicable corporate approvals, licenses, waivers or exemptions as required under its constitutional documents, applicable law, and that as required by any Government Authority to empower it to enter into and perform its obligations under this Agreement. Warranties given by the Contract is executed by Lessor The Lessor represents, warrants and covenants to the Lessee: it has title to or a duly authorised representative valid and ongoing lease for the Premises; it has the full right, power and authority to grant the Lease to the Lessee pursuant to this Agreement; if the Lessor does not own the Premises, it has obtained all required consents from the owner of the Contractor; b) as at Premises to grant the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing Lease to the Authority prior Lessee pursuant to execution this Agreement; the Lessee shall have quiet and peaceful possession of this Contract; c) no the Site free from any claim is being asserted and no litigationof any entity or person of superior title thereto without hindrance to or interference with the Lessee’s quiet enjoyment thereof, arbitration throughout the Term; it will not violate any provision of Laws, order, judgment, or administrative proceeding is presently violate any provision in progress orany formation documents of Lessor, to the best violation of its knowledge and belief, pending or threatened against it or any of its assets which will or might could have a material adverse effect on its the ability of Lessor to perform its obligations under this Agreement; and it shall ensure to maintain its valid title to or rights as lessee of the Contract; d) it is not subject Premises, as the case may be, throughout the Term, including by paying any relevant fees to any contractual obligationGovernmental Authorities and/or fees, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings or other steps have been taken and not discharged (norincluding rental, to the best of its knowledge, are threatened) for the winding up owner of the Contractor or for its dissolution or for the appointment of a receiverPremises, administrative receiveras applicable, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has as and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;when due.

Warranties. 8.1 The Contractor warrants, (a) USL represents and undertakes for the duration of the Contract Period warrants to Distributor that: a(i) it To the extent required by law, registration statements for each of the Contracts (“Registration Statements”) have been filed with the Commission or appropriate private placement memorandum or other offering document has full capacity been drafted; (ii) Registration Statements and authority and any further amendments or supplements thereto will, when they become effective, conform in all necessary consents (including material respects to the requirements of the 1933 Act and, where its procedures so requireapplicable, the consent 1940 Act, and the rules and regulations of its parent companythe Commission under such Acts; (iii) Registration Statements, private placement memorandum or other offering document and any further amendments or supplements thereto (“Offering Document”), will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statement or omission made in reliance upon and in conformity with information furnished in writing to USL by the Distributor expressly for use therein; (iv) USL is validly existing as a stock life insurance company in good standing under the laws of the state of New York, with the power (corporate or otherwise) to enter into own its properties and perform conduct its obligations business as described in the Offering Document, and has been duly qualified for the transaction of business and is in good standing under the Contract and that the Contract is executed by a duly authorised representative laws of the Contractoreach other jurisdiction, or conducts any business so as not to require such qualification; b(v) The Contracts offered for sale by the Distributor hereunder have been duly and validly authorized and, when issued and delivered against payment therefore as at provided herein, will be duly and validly issued and will conform to the Commencement Date, all information description of such Contracts contained in the Tender remains true, accurate Offering Documents relating thereto; (vi) Those persons who offer and not misleading, save sell the Contracts are to be appropriately licensed in a manner as may have been specifically disclosed in writing to comply with the Authority prior to execution state insurance laws; (vii) The performance of this Contract; c) no claim Agreement and the consummation of the transactions contemplated by this Agreement will not result in a breach or violation of any of the terms and provisions of, or constitute a default under any statute, any indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which USL is being asserted and no litigationa party or by which USL is bound, arbitration USL’s Charter as a stock life insurance company or administrative proceeding is presently in progress orBy-laws, to the best or any order, rule or regulation of its knowledge and belief, pending any court or threatened against it governmental agency or body having jurisdiction over USL or any of its assets property; and no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by USL of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act, 1934 Act, 1940 Act or state insurance or securities laws in connection with the distribution of the Contracts by the Distributor; and (viii) There are no material legal or governmental proceedings pending to which will USL or might the Separate Accounts is a party or of which any property of USL or the Separate Accounts is the subject, other than as set forth in the Offering Document relating to the Contracts, and other than litigation incident to the kind of business conducted by USL, if determined adversely to USL, would individually or in the aggregate have a material adverse effect on its ability the financial position, surplus or operations of USL. (b) The Distributor represents and warrants to perform its obligations under USL that: (i) It is a broker-dealer duly registered with the ContractCommission pursuant to the 1934 Act and a member in good standing of FINRA, and is in compliance with the securities laws in those states in which it conducts business as a broker-dealer; d(ii) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under The performance of this Agreement and the Contract; e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up consummation of the Contractor transactions herein contemplated will not result in a breach or for its dissolution or for the appointment violation of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets terms or revenue;provisions of or constitute a default under any statute, any indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which the Distributor is a party or by which the Distributor is bound, the Certificate of Incorporation or By-laws of the Distributor, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Distributor or its property; and f(iii) it has To the extent that any statements or omissions made in the Offering Documents are made in reliance upon and in conformity with written information furnished to USL by the Distributor expressly for use therein, such Offering Documents will, when they become effective or are filed with the Commission, as the case may be, conform in all material respects to applicable requirements of the 1933 Act and the rules and regulations of the Commission thereunder and will continue not contain any untrue statement of a material fact or omit to hold all necessary (if any) regulatory approvals from the Regulatory Bodies state any material fact required to be stated therein or necessary to perform make the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or therein not misleading;.

Warranties. 8.1 The Contractor warrants, represents and undertakes for the duration of the Contract Period that: a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractor; b) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of this Contract; c) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; d) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s Contractor’s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; ; h) NOT USEDin performing its obligations under this Contract, all software used by or on behalf of the Contractor will: i. be currently supported versions of that software; and ii. perform in all material respects in accordance with its specification,] i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender documents are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;

Warranties. 8.1 The Contractor warrants, (a) Each party represents and undertakes for the duration of the Contract Period warrants that: a(i) it is a body corporate and it is duly incorporated in accordance with the Laws of the place of incorporation, validly exists under those Laws and has the capacity to sue and be sued in its own name and to own its property and conduct its business as it is being conducted; (ii) it has full capacity power and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into into, perform and perform observe its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractorthis Agreement; b(iii) the execution, delivery and performance of this Agreement has been duly and validly authorised by its board; (iv) this Agreement imposes valid and legally binding obligations on it and is enforceable against it by the other party in accordance with its terms; (v) the unconditional execution and delivery of, and compliance with its obligations under, this Agreement does not: (A) contravene any Law to which it or any of its property is subject or any order or directive from a government agency binding on it or any of its property; (B) contravene its constitution or other constituent documents; (C) contravene any agreement or instruments to which it is a party; (D) contravene any obligation of it to any other person; (E) require it to make any payment or delivery in respect of any financial indebtedness before the scheduled date for that payment or delivery; (vi) no litigation, arbitration, mediation, conciliation or administrative proceedings (excluding in the case of GBRF, the senate inquiry which is public knowledge as at the Commencement Date) are taking place, all information contained in the Tender remains truepending, accurate and not misleading, save as may have been specifically disclosed in writing or to the Authority prior to execution knowledge of this Contract; c) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might officers after due inquiry, are threatened which, if adversely decided, could have a material adverse effect on its ability to perform its obligations under the Contractthis Agreement; d(vii) except in relation to any underlying equitable interest in the Grant and the Project Funds created by or in connection with the Grant Agreement or this Agreement, it is not subject to entering into this Agreement as trustee of any contractual obligationtrust or settlement; (viii) it has not made any false declaration in respect of any current or past dealings with any Commonwealth or other government agency, compliance including in any proposal, tender or application process or in any agreement; and (ix) it has no significant deficiency in the performance of any substantive requirement or obligation under any prior agreement with any Commonwealth or other government agency which is likely to have a material adverse effect on would adversely affect its ability to perform its obligations under this Agreement. (b) The Funding Recipient acknowledges that, in entering into this Agreement, GBRF is relying on the Contract; e) no proceedings or other steps have been taken accuracy and not discharged (nor, to the best of its knowledge, are threatened) for the winding up truth of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the ContractorFunding Recipient's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements warranties and representations contained in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;this Agreement.

Warranties. 8.1 The Contractor warrantsEach Party (a “Relevant Party”) represents, represents warrants and undertakes for covenants to each other Party that: the duration Relevant Party is duly connected incorporated, validly existing and in good standing order under the law of its jurisdiction of incorporation; the Contract Period that: a) it Relevant Party has the full capacity power and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under this Agreement; this Agreement constitutes binding obligations on the Contract Relevant Party in accordance with its terms, subject to any principles of equity or insolvency law; other than as expressly stated in this Agreement, the Relevant Party has obtained all applicable corporate approvals, licenses, waivers or exemptions as required under its constitutional documents, applicable law, and that as required by any Government Authority to empower it to enter into and perform its obligations under this Agreement. Warranties given by the Contract is executed by Customer The Customer represents, warrants and covenants to the Solar Service Company: it has title to or a duly authorised representative valid and ongoing lease for the Premises; if the Customer does not own the Premises, it has obtained all required consents from the owner of the Contractor; b) as at Premises to have the Commencement Date, all information contained in Solar PV System installed on the Tender remains true, accurate Site and not misleading, save as may have been specifically disclosed in writing to grant the right of access to the Authority prior Solar Service Company and its employees, agents and Subcontractors pursuant to execution Clause 18 and enter into and perform its obligations under this Agreement; it will not violate any provision of this Contract; c) no claim is being asserted and no litigationLaws, arbitration order, judgment, or administrative proceeding is presently violate any provision in progress orany formation documents of Customer, to the best violation of its knowledge and belief, pending or threatened against it or any of its assets which will or might could have a material adverse effect on its the ability of Customer to perform its obligations under this Agreement; it shall ensure to maintain its valid title to or rights as lessee of the Contract; d) it is not subject Premises, as the case may be, throughout the Term, including by paying any relevant fees to any contractual obligationGovernmental Authorities and/or fees, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings or other steps have been taken and not discharged (norincluding rental, to the best of its knowledge, are threatened) for the winding up owner of the Contractor or for its dissolution or for the appointment of a receiverPremises, administrative receiveras applicable, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has as and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;when due.

Warranties. 8.1 The Contractor warrantsBorrower warrants the following: (a) except as provided in the Business Loan Agreement, represents it has or will acquire free and undertakes clear title to all of the Collateral and the security interest granted to Lender shall be a first security interest, and the Borrower will defend same to the Lender against the claims and demands of all persons; (b) the Borrower will fully cooperate in placing or maintaining Lender's lien or security interest; (c) all of the collateral is located in the states of Michigan or Massachusetts; (d) all accounts are genuine and collectible except to the extent of reserves provided on the balance sheet; (e) the Borrower will not remove or change the location of any Collateral without the Lender's prior written consent; (f) the Borrower will not use the Collateral or permit it to be used for any unlawful purpose; (g) the Borrower will not conduct business under any name other than that stated herein, nor change, nor reorganize the type of business entity as described, except upon the prior written approval of the Lender, in which event the Borrower agrees to execute any documentation of whatsoever character or nature demanded by the Lender for filing or recording, at the Borrower's expense, before such change occurs; (h) the Borrower will keep all records of account, documents, evidence of title, and all other documentation regarding its business and the Collateral at the address specified herein, unless notice thereof is given to the Lender at least ten (10) days prior to the change of any address for the duration keeping of such records; the Contract Period that:Borrower will, at all times, maintain the Collateral in good condition and repair, ordinary wear and tear excepted, and will not sell or remove same except as to inventory in the ordinary course of business; a(i) the Borrower is a legally created business entity, as described before, and it has full capacity the power, and authority and all necessary consents (including where its procedures so requirethe person signing is duly authorized, the consent of its parent company) to enter into and perform its obligations under this Agreement; the Contract and that the Contract is executed by a duly authorised representative of the Contractor; b) as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of this Contract;Agreement will not create any breach of any provision of any other agreement to which Borrower is a party; and c(j) no claim is being asserted all Financial Statements delivered by the Borrower to the Lender to obtain loans and no litigationextensions of credit taken as a whole (A) fairly present in all material respects (subject, arbitration or administrative proceeding is presently in progress orthe case of the interim financial statements, to normal, recurring year-end adjustments which are not material individually or in the best aggregate) the financial position of its knowledge the Borrower as of the dates indicated and beliefthe results of operations of the Borrower for the periods indicated, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; d(B) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e(x) no proceedings or other steps have been taken and not discharged prepared in accordance with Generally Accepted Accounting Principles (nor"GAAP") consistently applied throughout the periods covered thereby (subject, in the case of the interim financial statements, to normal, recurring year-end adjustments which are not material individually or in the best of its knowledgeaggregate) or (y) to the extent not prepared in accordance with GAAP, then footnotes to the Financial Statements will be provided describing in reasonable detail the differences, if any, between the accounting principles pursuant to which such Financial Statements were in fact prepared and GAAP and (C) are threatened) for in accordance with the winding up books and records of the Contractor or for its dissolution or for the appointment of Borrower which have been maintained in a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;manner consistent with historical practice.

Warranties. 8.1 10.1 The Contractor warrantsVendors and the Company jointly and severally, represents represents, warrants and undertakes for to the duration Purchaser (to the intent that the provisions of the Contract Period this clause shall continue to have full force and effect notwithstanding completion) that: (a) it has each of the warranties is true and accurate in all respects and not misleading as at date of this Agreement and will continue to be so up to and including the Completion date; (b) each of the Vendors and the Company have and will have full capacity power and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its this Agreement which constitute or when executed will constitute binding obligations under on them in accordance with their respective terms; (c) the Contract and that the Contract is executed by a duly authorised representative Sale Shares will constitute fifty-five (55) percent of the Contractorissued and allotted capital of the Company on a fully diluted basis; b(d) as at there have been no options, warrants, pledges, bonds or any instrument or agreement of the Commencement Date, all information contained like whatsoever granted to any third party by any of the seller in favor of any third party in respect of any shares in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of this ContractCompany; c(e) there is and at completion will be no pledge, lien or other encumbrance on, over or affecting the Sale shares and there is and at completion there will be no agreement or arrangement to give or to create any such encumbrance and no claim is being asserted and no litigation, arbitration has been or administrative proceeding is presently in progress or, will be made by any person to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; d) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation be entitled to any of the Contractor‟s assets or revenueforegoing; (f) it has each of the Vendors shall be entitled to transfer the full legal and will continue beneficial ownership of the Sale shares to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform Purchaser on the Contractor's obligations under terms of this ContractAgreement without the consent of any third party; (g) it has each of the Vendors is an “accredited investors” as defined pursuant to Regulation D of the Securities Xxx 0000, as amended. He acknowledges that the Consideration shares have not been registered and will continue to have all necessary rights are restricted securities; (h) the information listed in Appendix I, II and III relating to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements Company, shareholders and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, Shanghai Jinou is true and accurate and that it will advise in all respects. 10.2 If at any time before Completion each of the Authority Vendors come to know of any factfact or event which: (a) is in any way inconsistent with any of the undertakings given by the Vendors, matter and/or, (b) suggests that any fact warranted may not be as warranted or circumstance may be misleading; and/or, (c) might affect the willingness of a prudent purchaser for value of Sale Interests to complete its purchase or the amount of the consideration which it such purchaser would be prepared to pay for the Sale Interests; the Vendor shall give immediate written notice thereof to the Purchaser in which event the Purchaser may become aware which would render within seven (7) days of receiving such notice rescind this Agreement by written notice to each of the Vendor. 10.3 If at any such statement time before Completion, the Purchaser finds that any of the Warranties is incorrect or representation has not been or is incapable of being rectified, the Purchaser may rescind this Agreement by written notice to be false or misleading;each of the Vendors.

Warranties. 8.1 The Contractor warrants, Recipient represents and undertakes for the duration of the Contract Period warrants that: (a) (corporate power): it has full capacity the corporate power to own its assets and to carry on its business as it is now being conducted; (b) (authority): it has the right, power and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into into, perform and perform observe its obligations under this agreement; (c) (authorisations): the Contract execution, delivery and performance of this agreement has been duly and validly authorised by it; (d) (binding obligations): this agreement constitutes legal, valid and binding obligations and is enforceable in accordance with its terms, subject to laws generally affecting creditors’ rights and to principles of equity; (e) (transaction permitted): it will not be breaching any Law, Authorisation or agreement by signing and performing this agreement; (f) (no misleading information): all information provided to the Department (including in the Application) is true, correct and complete in all material respects and is not misleading at the time given to the Department and, other than to the extent that the Contract is executed by a duly authorised representative of Recipient has given the Contractor; b) Department prior notice in writing otherwise, as at the Commencement Date, all information contained in Date and the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of this Contractdate each Funds Payment Request is submitted; c(g) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently (not a trustee): it does not enter into this agreement as trustee of any trust (unless otherwise stated in progress or, this agreement); (h) (conflicts of interest): to the best of its knowledge after making diligent inquiry, and beliefexcept as otherwise disclosed to the Department, pending no conflict of interest exists or threatened against it or any is likely to arise in the performance of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contractthis agreement; d(i) it (employee entitlements): neither it, nor any Project Company, is not subject to any contractual obligation, compliance with which is likely judicial decision against it relating to have a material adverse effect on its ability to perform its obligations employee entitlements (not including decisions under appeal) where it has not paid the Contractclaim; e(j) no proceedings or other steps have been taken (Licensed Materials): the Licensed Materials and not discharged (nor, to the best of its knowledge, are threatened) for the winding up Department’s use of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer Licensed Materials in relation to any of the Contractor‟s assets or revenue; f) it has and accordance with this agreement will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to not infringe the Intellectual Property Rights or Moral Rights of any person; (k) (legal capacity): it, and any Project Company, has full legal capacity to own its own property, undertake the Pre-investment Activity and enter into this agreement, and to carry out the transactions that each of these contemplate; (l) (financial capacity): it has, and any Project Company has, or will have, sufficient funds to complete the Pre-investment Activity; (m) (insolvency): no Insolvency Event has occurred, and there are no reasonable grounds to suspect that an Insolvency Event will occur, in all materials used by respect of the Contractor for Recipient, or any Project Company; and (n) (qualifications): the purpose of providing Recipient, any Project Company, and their respective Personnel and Subcontractors (as applicable) have the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its necessary experience, skill, knowledge, information expertise and beliefcompetence to undertake the Pre-investment Activity and holds (or will hold when requested) such licences, true permits or registrations as are required under any State, Territory or Commonwealth legislation to undertake the Pre-investment Activity, and accurate are fit and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;proper people.

Warranties. 8.1 The Contractor warrants, represents and undertakes By irrevocably agreeing to subscribe for the duration Relevant Shares, you have represented and acknowledged your agreement that:- (a) you have received a copy of the Contract Period that:Prospectus and by accepting the Prospectus, you have agreed not to deliver or otherwise distribute it to any third party; a(b) it has neither the Sole Sponsor, [*], the Joint Bookrunners, the Underwriters nor any of their respective affiliates, nor any of their respective legal advisers, officers, agents or employees shall be liable for any information or omission in the Prospectus; (c) no reliance is placed by you on any representation not contained in the Prospectus; (d) you shall observe all the selling restrictions set forth in the Prospectus and paragraph 6 of this placing letter; (e) your agreement to subscribe for the Relevant Shares constituted your authorisation to us to complete, on your behalf, any application for such Relevant Shares and all other necessary application forms or documents required in connection with the subscription for such Relevant Shares and for the registration of such Relevant Shares; (f) you shall on demand indemnify and keep indemnified the Company, [*], the Sole Sponsor, the Joint Bookrunners, the Underwriters and their respective affiliates, and their respective officers, agents and employees, for losses or liabilities incurred by any of them arising out of or in connection with any breach of either the selling restrictions, or the oral contract to subscribe for the Relevant Shares constituted by our telephone conversation or any other breach of your obligations hereunder; (g) you had at all material times and still have full capacity power and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into the contract recorded in this placing letter to subscribe for the Relevant Shares for your own account or for the account of one or more persons for whom you exercise investment discretion and perform your oral agreement to do so as record herein constitutes your valid and legally binding obligation and is enforceable in accordance with its obligations under terms; (h) you shall comply with the Contract laws, regulations and that the Contract is executed by a duly authorised representative restrictions which may be applicable in your jurisdiction and you have obtained or shall obtain any consent, approval or authorisation required for you to subscribe for and accept delivery of the ContractorRelevant Shares and to ensure that no obligations are imposed on the Company or us or the Sole Sponsor or any of the Underwriters in any jurisdiction as a result of such action; b(i) as at the Commencement Dateyou and your ultimate beneficial owner(s), all information contained or in the Tender remains truecase where you are acting on behalf of a principal, accurate the ultimate purchaser(s) of the Relevant Shares, are independent of and not misleadingconnected with the Company and any of (i) the directors, save as may have been specifically disclosed in writing chief executives, substantial shareholders (being anyone who is entitled to exercise, or control the exercise of, 10% or more of the voting power at any general meeting) or significant shareholders (being anyone who, immediately prior to the Authority date of the Prospectus and immediately prior to execution the date on which securities of this Contract; cthe Company commence trading on the Stock Exchange, is (or group of persons who together are) no claim is being asserted and no litigation, arbitration entitled to exercise or administrative proceeding is presently control the exercise of 5% or more of the voting power at general meetings) of each of the Company or any of their respective subsidiaries or their respective associates (as defined in progress or, to the best Listing Rules); (ii) person who was a director of its knowledge and belief, pending or threatened against it the Company or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under subsidiaries in the Contract; dpast 12 months; (iii) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under associate (as defined in the Contract; eListing Rules) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor above persons; or for its dissolution (iv) a connected subsidiary of the Company (as defined in the Listing Rules); or for (v) any person deemed to be connected by the appointment Stock Exchange ((i) to (v) collectively, “Connected Persons”) within the meaning of a receiver, administrative receiver, liquidator, manager, administrator or similar officer the Listing Rules and that you are not acting in concert with any of the Connected Persons in relation to the control of the Company within the meaning of the Takeovers Code; (j) you acknowledge the confidential nature of the matters to which the Placing relates and, accordingly, you shall not disclose the existence or the contents of this placing letter or any related matter to any third party without our prior written consent; (k) you shall comply strictly with the terms of this placing letter and the enclosed Form of Acknowledgement; (l) you or persons to whom you allot the Relevant Shares are not a chief executive, director, or substantial shareholder of the Company or its subsidiaries or any of their respective associates; (m) you agree that none of the Sole Sponsor, the Joint Bookrunners or we ([*]) have made any warranty, representation or recommendation as to the merits of the Relevant Shares, purchase or offer thereof, or as to the condition, financial or otherwise, of the Company or its subsidiaries or as to any other matter relating thereto or in connection therewith. Nothing herein shall be construed as a recommendation to you to subscribe for the Relevant Shares. You confirm that you have not relied on any statement, opinion or representation made by the Sole Sponsor, the Joint Bookrunners or us to induce you to purchase or subscribe for the Relevant Shares and that you have and shall continue to make your own appraisal of the Placing and the other matters referred to in this placing letter. You confirm that you have relied upon your own investigations and resources in deciding to invest in the Relevant Shares; (n) your agreement to purchase or subscribe for the Relevant Shares shall constitute your irrevocable instruction that the registration of all such Relevant Shares in respect of which this application is accepted shall be recorded in the Company’s branch register of members in Hong Kong prior to the issue of Share certificate(s) to successful applicant(s); (o) you shall comply with all guidelines issued by the SFC and the Stock Exchange in relation to the Placing. You shall supply us, immediately upon notification, with such information as may be requested by the Stock Exchange and/or the SFC, and you shall provide to the Stock Exchange written confirmation of your independence in the event that the Stock Exchange makes such request; (p) you shall accept the Relevant Shares on and subject to the terms and conditions of the Memorandum of Associations and/or the Articles of Association of the Company; (q) you have undertaken to indemnify us of, and keep us indemnified against all claims, demands, actions, proceedings, costs, expenses or losses whatsoever which may be incurred, suffered by, made against or become payable by us as a result of or otherwise in connection with our holding of the Relevant Shares (which you have agreed to purchase or subscribe for) on your behalf before settlement as referred to in paragraph 2 above; (r) you irrevocably authorise us to produce this placing letter to any interested party (including but not limited to the Company, the Sole Sponsor, the Joint Bookrunners, any relevant regulatory body, HKSCC and the Registrar of Companies) in any administrative or legal proceeding or official enquiry with respect to the matters covered herein; (s) you hereby irrevocably undertake that you or your ultimate beneficial owner(s), or in the case where you are acting on behalf of a principal, the ultimate purchaser(s) of the Relevant Shares, are/is independent from the Company and are not persons who are/is “connected persons” or “associates” of the Company, as defined under the Listing Rules. You also undertake to supply us with all the necessary information regarding the identity of the placees, including but not limited to the beneficial owners of the placees and the identity of the person whom you are acting on behalf as principal, and other particulars and information of the placees promptly as and when required by the regulatory authorities in Hong Kong (including the Stock Exchange on the SFC); (t) you and your ultimate beneficial owner(s), or in the case where you are acting on behalf of a principal, the ultimate purchaser(s) of the Relevant Shares did not have any shareholding interests in the Company prior to the date of the Placing Underwriting Agreement, and unless specified by you in the enclosed Form of Acknowledgement, you and your ultimate beneficial owner(s), or in the case where you are acting on behalf of a principal, the ultimate purchaser(s) of the Relevant Shares did not have any financial interests in and did not have any business or other relationship with the Company or any of its Controlling Shareholders or Directors prior to the date of the Placing Underwriting Agreement; (u) none of you (or your ultimate beneficial owners, if applicable) and your close associates (as defined in the Listing Rules) shall become a substantial shareholder (as defined in the Listing Rules) of the Company as a result of the purchase or subscription for the Relevant Shares immediately following completion of the Placing; (v) you and your ultimate beneficial owner(s), or in the case where you are acting on behalf of a principal, the ultimate purchaser(s) of the Relevant Shares are not (i) a “connected client” (as defined in paragraph 13 of Appendix 6 to the Listing Rules) of the lead broker or of any distributors of the Placing; nor (ii) a nominee company unless the name of the ultimate beneficiary is disclosed to us and you authorise us to disclose the same to the Stock Exchange; (w) you and your ultimate beneficial owner(s), or in the case where you are acting on behalf of a principal, the ultimate purchaser(s) of the Relevant Shares are not directly or indirectly funded or backed by the Company or its subsidiaries, or any of the Contractor‟s assets Connected Persons and are not accustomed to take any instruction from any of the Connected Person of the Company in relation to the acquisition, disposal, voting or revenue;other disposition of the Relevant Shares registered in such person’s name or otherwise held by such person; and f(x) it has unless otherwise specified by you in the enclosed Form of Acknowledgement, neither you (or your ultimate beneficial owner(s), or in the case where you are acting on behalf of a principal, the ultimate purchaser(s) of the Relevant Shares, if applicable) nor any nominee (or the beneficial owner(s) of the nominee, if applicable) specified by you in the enclosed Form of Acknowledgement, is any type of person stated in paragraph 5 of Appendix 6 to the Listing Rules). (y) You irrevocably agree that, upon our request, you shall: (a) furnish any and will continue all such information and documents, and execute all such other documents as may be required by us from time to hold all necessary time, and deliver those promptly in accordance with our directions, from time to time; and (if anyb) regulatory approvals from the Regulatory Bodies necessary comply with our requests to perform the Contractor's obligations under this Contract; gany other acts and things (as we may request at our discretion, from time to time) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing carrying out the Services intent and purpose of this letter, within the ambit of our conducting regulating activities. You undertake to supply us, as soon as practicable upon notification, such information promptly as and when requested by the Stock Exchange and/or delivered the Securities and Futures Commission, and any other regulators of all jurisdictions (including but not limited to the Authority; h) NOT USED; identity, address, contact details and information of : (i) as at the Commencement Date all statements ultimate purchaser or beneficiary and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority identity of any factperson for whom you are acting for and on behalf of and (ii) the person or entity (legal or otherwise) ultimately responsible for originating the instruction in relation to a placing related transaction, matter or circumstance the person or entity (legal or otherwise) that stands to gain the commercial or economic benefit of which it may become aware which would render the transaction or bear its commercial or economic risks ; and you authorize us to submit the same to any such statement authorities or representation to be false or misleading;regulators.

Warranties. 8.1 The Contractor warrants, represents Each Party hereby warrants and undertakes for to the duration other Party on its behalf and on behalf of the Contract Period any Affiliate being a Shareholder that: (a) it is duly incorporated and validly existing in accordance with the laws of the country and/or state under which it is incorporated; (b) it has full capacity the power and authority to execute and all necessary consents (including where its procedures so requiredeliver, the consent of its parent company) to enter into and perform its obligations under and to undertake the Contract transactions anticipated by this Agreement (or to procure that such obligations and that transactions are undertaken by its Affiliates) and all necessary corporate and other action has been taken to authorise the Contract is executed by a duly authorised representative execution, delivery and performance of the Contractorthis Agreement; b(c) as at its officers have the Commencement Datepower and authority to act on its behalf in entering into this Agreement and the Shareholder Loan Agreements; (d) it is not insolvent, all information contained in the Tender remains true, accurate no petition has been filed relating to its insolvency and not misleading, save as may no proceedings have been specifically disclosed issued for its dissolution or liquidation; (e) this Agreement has been duly executed and constitutes a valid, legal and binding obligation of such Party enforceable in writing to accordance with its terms; (f) the Authority prior to execution and delivery of this Contract; c) no claim is being asserted Agreement and no litigation, arbitration the performance by it or administrative proceeding is presently in progress or, to the best its relevant Affiliates of its knowledge obligations under and belief, pending the transactions anticipated by this Agreement will not contravene any law applicable to it or threatened against such Affiliates or conflict with or result in a breach of or default under its or their corporate charter or other organizational documents or any agreement or other obligation binding on it or any of its assets which Affiliates; and (g) with respect to all activities contemplated under this Agreement, it has not, nor will it, or might have a material adverse effect on its ability to perform (or its obligations under Affiliates’) directors, officers or employees pay, offer, promise, or authorize the Contract; d) it is not subject to any contractual obligationpayment of money or anything of value, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; e) no proceedings directly or other steps have been taken and not discharged (norindirectly, to the best a Government Official while knowing or having reason to believe that any portion of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor such exchange is for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; of: (i) as at influencing any act or decision of a Government Official in its official capacity, including the Commencement Date all statements and representations failure to perform an official function, in order to assist itself, the Contractor's Response Companies or any other person in obtaining or retaining business, or directing business to any third party; (ii) securing an improper advantage; (iii) inducing a Government Official to use its influence to affect or influence any act or decision of a Governmental Authority in order to assist itself, the Invitation Companies or any other person in obtaining or retaining business, or directing business to Tender are any third party; or (iv) providing an unlawful personal gain or benefit, of financial or other value, to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;a Government Official.

Warranties. 8.1 2.1 The Contractor warrants, Prospector (i) represents and undertakes for warrants as follows to the duration Grantor (such representations and warranties being of a continuous nature and deemed to be effective at all times during the Contract Period thatterm of this Agreement); and (ii) acknowledges and confirms that the Grantor, after due enquiry, is relying on such representations and warranties in the entering into by it of this Agreement : a) 2.1.1 The Prospector is a corporation duly incorporated and existing under the laws of Canada and is duly qualified, licensed or registered to carry on business under the laws applicable to it in all jurisdictions in which the nature of its assets or business makes such qualification necessary or where failure to be so qualified would have a material adverse effect on its business or its ability to fulfil its obligations under this Agreement; 1003/GEO/KJW/MF 26/02/2003 2.1.2 it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) corporate power to enter into and perform its obligations under this Agreement and any agreement and instrument referred to in or contemplated by this Agreement; 2.1.3 it is not (i) insolvent; or (ii) generally unable to pay its debts as such debts become due; 2.1.4 the Contract execution, delivery and that performance by it of this Agreement and any other agreement or instrument to be executed and delivered by it hereunder and the Contract is executed consummation by a it of all the transactions contemplated hereby and thereby have been duly authorised representative by all necessary corporate action on the part of the Contractorit; b) as at the Commencement Date, 2.1.5 this Agreement and all information contained in the Tender remains true, accurate other agreements or instruments to be executed and not misleading, save as may delivered by it hereunder have been specifically disclosed duly executed and delivered by it, and constitute legal, valid and binding obligations of it enforceable against it in writing to the Authority prior to execution of this Contractaccordance with their respective terms; c) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; d) 2.1.6 it is not subject to to, or party to, any contractual obligationcharter or by-law restriction, compliance with any law, any claim, or any Encumbrance or any other restrictions of any kind or character which is likely to would prevent consummation of or have a material any adverse effect on the transactions contemplated by this Agreement or any other agreement or instrument to be executed and delivered by it hereunder; 1003/GEO/KJW/MF 26/02/2003 2.1.7 it is not required to obtain shareholder approval for the execution or delivery of this Agreement or the performance of any of its ability terms and no regulatory body having jurisdiction over it is required to perform consent to or approve the execution and delivery of this Agreement or the performance of any of its obligations under the Contractterms, or if necessary, it has obtained such shareholder approval and/or such consents; e2.1.8 there are no outstanding suits or actions for non-performance on reclamation work with respect to the Prospector or its Affiliates. 2.2 The Grantor (i) represents and warrants as follows to the Prospector (such representations and warranties being of a continuous nature and deemed to be effective at all times during the term of this Agreement); and (ii) acknowledges and confirms that the Prospector, after due enquiry, is relying on such representations and warranties in the entering into by it of this Agreement : 2.2.1 the execution, delivery and performance by the Grantor of this Agreement and any other agreement or instrument to be executed and delivered by it hereunder and the consummation by it of all the transactions contemplated hereby and thereby have been duly authorised by all necessary action on the part of the Grantor; 1003/GEO/KJW/MF 26/02/2003 2.2.2 this Agreement and all other agreements or instruments to be executed and delivered by the Grantor hereunder have been duly executed and delivered by the Grantor, as the case may be, and constitute legal, valid and binding obligations of the Grantor enforceable against the Grantor and the Holders in accordance with their respective terms; 2.2.3 the signatories on behalf of the Grantor have the full power to enter into this Agreement and have the full right and authority to act and legally bind all of the mineral right holders of the Properties and all of the Holders; 2.2.4 the Grantor is not subject to, or party to, any charter or by-law restriction, any law, any claim, or any Encumbrance or any other restrictions of any kind or character which would prevent consummation of or have any adverse effect on the transactions contemplated by this Agreement or any other agreement or instrument to be executed and delivered by the Grantor hereunder; 1003/GEO/KJW/MF 26/02/2003 2.2.5 to the reasonable knowledge of the Grantor no proceedings regulatory body having jurisdiction over the Grantor is required to consent to or approve the execution and delivery of this Agreement or the performance of any of its terms, or where necessary, the Grantor has obtained such approval and/or such consents; 2.2.6 to the reasonable knowledge of the Grantor all operations, undertaken on the Properties to date have complied with all applicable laws, including all applicable environmental laws; 2.2.7 the Grantor, alone or together with any other person, does not hold any direct or indirect interest in or right to acquire any interest in any right to explore or mine or both, any part of the Properties other than the Mineral Rights; 2.2.8 to the reasonable knowledge of the Grantor it has delivered to the Prospector all relevant data and information in its possession or under its control relating to the mineral potential of the Properties and relating to access rights to the Properties. The Grantor is not aware of any pending or threatened claims by third parties, including indigenous peoples or government agencies, for anything done or not done with respect to the Mineral Rights or the Properties; 1003/GEO/KJW/MF 26/02/2003 2.2.9 to the reasonable knowledge of the Grantor no environmental, reclamation or abandonment obligations or work orders or other steps have been taken liabilities presently exist with respect to any portion of the Mineral Rights or the Properties and it is not discharged (noraware, to the best of its knowledge, are threatened) after due inquiry, of any basis for any such obligations or liabilities to arise in the winding up future as a result of any activity on the Properties carried out by it or its predecessors-in-title; 2.2.10 all taxes, levies, duties, royalties or imposts of any kind whatsoever in respect of the Contractor ownership and use of the Mineral Rights which were or for are due and payable on or prior to the date of this Agreement have been paid and satisfied as of such date; 2.2.11 it will disclose to the Prospector all information, data and documentation in its dissolution possession or for the appointment known to it of a receiver, administrative receiver, liquidator, manager, administrator or similar officer relevance in relation to any the Mineral Rights and the Properties on the date of the Contractor‟s assets or revenue; f) it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract; g) it has and will continue to have all necessary rights in and to the Intellectual Property Rights in all materials used by the Contractor for the purpose of providing the Services and/or delivered to the Authority; h) NOT USED; i) as at the Commencement Date all statements and representations in the Contractor's Response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;notarial execution hereof.