Common use of Participant Representations and Warranties Clause in Contracts

Participant Representations and Warranties. Participant hereby represents and warrants to Grantor and Administrator as follows: (a) Participant is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization or incorporation and has the power and authority to carry on its present business and operations and to enter into and perform its obligations under this Agreement; (b) This Agreement and the other documents to which it is a party in connection herewith have been duly authorized, executed and delivered by Participant and constitutes a legal, valid and binding obligation of Participant enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting the rights of creditors generally and general principles of equity, whether considered at a proceeding at law or in equity; (c) Any interest obtained by Participant hereunder is and shall be acquired by it for its own account for investment and not with a view to resale or distribution, provided that the disposition of its property shall at all times be and remain within its control; (d) Neither the execution and delivery by Participant of this Agreement nor the consummation by Participant of any of the transactions contemplated hereby (1) violates any provision of any law, rule, regulation, organizational document or material agreement binding on Participant or creates a relationship which would be in violation thereof or (2) requires registration under Section 5 of the United States Securities Act of 1933; (e) There are no pending or, to the best of Participant’s knowledge, threatened actions or proceedings against Participant before any court, governmental body, arbitration board, administrative agency or tribunal which, if determined adversely to Participant, would materially adversely affect the ability of Participant to perform its obligations under this Agreement; (f) Neither Participant nor any of its officers, directors or employees nor any other person acting for or on behalf of Participant has, directly or indirectly, made any contribution, gift, bribe, payoff, influence payment, kickback or any other fraudulent payment in any form, whether in money, property or service, or made any promise to pay, or authorized the payment of any money or the giving of anything of value, to any public official or otherwise (a) to obtain favorable treatment in securing business, (b) to pay for favorable treatment for business secured or (c) to obtain special concessions or for special concessions already obtained, for or in respect of Participant or any of its affiliates, in each case of (a), (b) and (c), that would have been in violation of any applicable law, including any anti-bribery law; (g) The operations of Participant and its affiliates, including the Participation by Participant pursuant to this Agreement, are, have been and will be conducted at all times in compliance with all applicable money laundering statutes of all applicable jurisdictions, the rules and regulations promulgated thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any court or governmental authority or any arbitrator or non-governmental authority involving Participant or any of its affiliates with respect to the Money Laundering Laws is pending or, to the knowledge of Participant, threatened; (h) All information and documentation provided by Participant to Grantor and/or Administrator, including all information and documentation provided by Participant to Grantor and/or Administrator to enable them to conduct “know your customer” due diligence is true, correct and does not fail to disclose any material facts; and (i) Participant (A) is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the United States Securities Act of 1933 and meets any applicable suitability tests, (B) has received or otherwise obtained information which is adequate and is capable of utilizing such information for purposes of sufficiently evaluating the merits and risks of purchasing the Participation, (C) is able to bear the economic risks of the investment and has had the opportunity to ask questions to Grantor with respect to the investment, (D) is aware that Grantor or Administrator may currently have, and later may come into possession of, information with respect to the Issuer that is not known to Participant and that may be material to its decision to purchase the Participation, and neither Grantor nor Administrator shall be under any obligation to share any such information with Participant, (E) is aware that Grantor and Administrator possess limited information regarding the Issuer, and have received no representations or other assurances from the Issuer as to the accuracy or completeness of information regarding the Issuer or the Underlying Instruments other than as set forth in the Transactions Documents (as defined in the Purchase Agreement) and that Participant should not rely upon Grantor or Administrator for any due diligence on the Issuer or any of its security holders or affiliates, (F) is not relying on Grantor or Administrator in any respect, including, without limitation, with respect to legal, tax or economic considerations, in making its investment decision, (G) is aware that the Underlying Instruments or other securities of the Issuer may be held by Grantor, Administrator or any of their affiliates, (H) is aware that an investment in the Participation is highly illiquid, (I) is aware that the Participation constitutes the general and unsecured contractual obligations of Grantor and such obligations will rank equally in right of payment with all other current and subsequent unsecured unsubordinated contractual obligations of Grantor, (J) is aware that the Participation will also be effectively subordinated to any secured debt of Grantor and structurally subordinated to the liabilities of Grantor’s subsidiaries, (K) is aware there are no limitations on the issuance of additional debt by Grantor or its subsidiaries, including secured debt, (L) is aware that in the case of an insolvency of Grantor, secured liabilities of Grantor will have priority over unsecured obligations such as the Participation, (M) is aware that the Participation will not be guaranteed by any of the Grantor’s subsidiaries, and (N) has consulted its own legal, regulatory, tax, financial and accounting advisors to the extent it considers necessary, and has formed its own decision to invest in the Participation based upon its own judgment and advice from the advisors it considers necessary.

Participant Representations and Warranties. Participant hereby represents and warrants to Grantor and Administrator Manager as follows: (a) Participant is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization or incorporation and has the power and authority to carry on its present business and operations and to enter into and perform its obligations under this Agreement; (b) This Agreement and the other documents to which it is a party in connection herewith have been duly authorized, executed and delivered by Participant and constitutes a legal, valid and binding obligation of Participant enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting the rights of creditors generally and general principles of equity, whether considered at a proceeding at law or in equity; (c) Any interest obtained by Participant hereunder is and shall be acquired by it for its own account for investment and not with a view to resale or distribution, provided that the disposition of its property shall at all times be and remain within its control; (d) Neither the execution and delivery by Participant of this Agreement nor the consummation by Participant of any of the transactions contemplated hereby (1) violates any provision of any law, rule, regulation, organizational document or material agreement binding on Participant or creates a relationship which would be in violation thereof or (2) requires registration under Section 5 of the United States Securities Act of 1933; (e) There are no pending or, to the best of Participant’s knowledge, threatened actions or proceedings against Participant before any court, governmental body, arbitration board, administrative agency or tribunal which, if determined adversely to Participant, would materially adversely affect the ability of Participant to perform its obligations under this Agreement; (f) Neither Participant nor any of its officers, directors or employees nor any other person acting for or on behalf of Participant has, directly or indirectly, made any contribution, gift, bribe, payoff, influence payment, kickback or any other fraudulent payment in any form, whether in money, property or service, or made any promise to pay, or authorized the payment of any money or the giving of anything of value, to any public official or otherwise (a) to obtain favorable treatment in securing business, (b) to pay for favorable treatment for business secured or (c) to obtain special concessions or for special concessions already obtained, for or in respect of Participant or any of its affiliates, in each case of (a), (b) and (c), that would have been in violation of any applicable law, including any anti-bribery law; (g) The operations of Participant and its affiliates, including the Participation by Participant pursuant to this Agreement, are, have been and will be conducted at all times in compliance with all applicable money laundering statutes of all applicable jurisdictions, the rules and regulations promulgated thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any court or governmental authority or any arbitrator or non-governmental authority involving Participant or any of its affiliates with respect to the Money Laundering Laws is pending or, to the knowledge of Participant, threatened; (h) All information and documentation provided by Participant to Grantor and/or AdministratorManager, including all information and documentation provided by Participant to Grantor and/or Administrator Manager to enable them to conduct “know your customer” due diligence is true, correct and does not fail to disclose any material facts; and (i) Participant (A) is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the United States Securities Act of 1933 and meets any applicable suitability tests, (B) has received or otherwise obtained information which is adequate and is capable of utilizing such information for purposes of sufficiently evaluating the merits and risks of purchasing the Participation, (C) is able to bear the economic risks of the investment and has had the opportunity to ask questions to Grantor with respect to the investment, (D) is aware that Grantor or Administrator Manager may currently have, and later may come into possession of, information with respect to the Issuer that is not known to Participant and that may be material to its decision to purchase the Participation, and neither Grantor nor Administrator Manager shall be under any obligation to share any such information with Participant, (E) is aware that Grantor and Administrator Manager possess limited information regarding the Issuer, and have received no representations or other assurances from the Issuer as to the accuracy or completeness of information regarding the Issuer or the Underlying Instruments other than as set forth in the Transactions Documents (as defined in the Purchase Agreement) and that Participant should not rely upon Grantor or Administrator Manager for any due diligence on the Issuer or any of its security holders or affiliates, (F) is not relying on Grantor or Administrator Manager in any respect, including, without limitation, with respect to legal, tax or economic considerations, in making its investment decision, (G) is aware that the Underlying Instruments or other securities of the Issuer may be held by Grantor, Administrator Manager or any of their affiliates, (H) is aware that an investment in the Participation is highly illiquid, (I) is aware that the Participation constitutes the general and unsecured contractual obligations of Grantor and such obligations will rank equally in right of payment with all other current and subsequent unsecured unsubordinated contractual obligations of Grantor, (J) is aware that the Participation will also be effectively subordinated to any secured debt of Grantor and structurally subordinated to the liabilities of Grantor’s subsidiaries, (K) is aware there are no limitations on the issuance of additional debt by Grantor or its subsidiaries, including secured debt, (L) is aware that in the case of an insolvency of Grantor, secured liabilities of Grantor will have priority over unsecured obligations such as the Participation, (M) is aware that the Participation will not be guaranteed by any of the Grantor’s subsidiaries, and (N) has consulted its own legal, regulatory, tax, financial and accounting advisors to the extent it considers necessary, and has formed its own decision to invest in the Participation based upon its own judgment and advice from the advisors it considers necessary.

Participant Representations and Warranties. The Participant hereby covenants, represents and warrants to Grantor and Administrator the IESO as follows, and acknowledges that the IESO is relying on such representations and warranties in entering into this Agreement: (a) the Participant, the Facility or Facilities, the Measure or Measures and the Project meet the Eligibility Criteria; (b) the Participant and any Third Party Owner would not have undertaken the Project without the Proposed Participant Incentive; (c) all statements, specifications, data and information in the Application Package, Program Deliverables, including any attached documentation, and/or submitted in a M&V Report is true, accurate and complete in all material respects and there is no material information omitted which makes the Application Package or Program Deliverables misleading or inaccurate; (d) the Participant has all required rights and authority to implement the Project and to carry out all of its obligations as set out in this Agreement; (e) the Participant is duly organized, a corporation validly existing and in good standing established under the laws of its jurisdiction jurisdiction, is registered or otherwise qualified to carry on business in the Province of organization or incorporation Ontario, and has the power requisite power, authority and authority to carry on its present business and operations and capacity to enter into this Agreement and perform its obligations under this Agreementhereunder; (bf) This Agreement and the other documents to which it there is a party in connection herewith have been duly authorized, executed and delivered by Participant and constitutes a legal, valid and binding obligation of Participant enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable no bankruptcy, insolvency, reorganization, receivership, moratorium and seizure, realization, arrangement or other similar laws affecting the rights of creditors generally and general principles of equity, whether considered at a proceeding at law or in equity; (c) Any interest obtained by Participant hereunder is and shall be acquired by it for its own account for investment and not with a view to resale or distribution, provided that the disposition of its property shall at all times be and remain within its control; (d) Neither the execution and delivery by Participant of this Agreement nor the consummation by Participant of any of the transactions contemplated hereby (1) violates any provision of any law, rule, regulation, organizational document or material agreement binding on Participant or creates a relationship which would be in violation thereof or (2) requires registration under Section 5 of the United States Securities Act of 1933; (e) There are no proceedings pending or, to the best of Participant’s knowledge, threatened actions or proceedings against Participant before any court, governmental body, arbitration board, administrative agency or tribunal which, if determined adversely to Participant, would materially adversely affect the ability of Participant to perform its obligations under this Agreement; (f) Neither Participant nor any of its officers, directors or employees nor any other person acting for or on behalf of Participant has, directly or indirectly, made any contribution, gift, bribe, payoff, influence payment, kickback or any other fraudulent payment in any form, whether in money, property or serviceagainst, or made any promise to pay, or authorized being contemplated by the payment of any money or the giving of anything of value, to any public official or otherwise (a) to obtain favorable treatment in securing business, (b) to pay for favorable treatment for business secured or (c) to obtain special concessions or for special concessions already obtained, for or in respect of Participant or any of its affiliates, in each case of (a), (b) and (c), that would have been in violation of any applicable law, including any anti-bribery law; (g) The operations of Participant and its affiliates, including the Participation by Participant pursuant to this Agreement, are, have been and will be conducted at all times in compliance with all applicable money laundering statutes of all applicable jurisdictions, the rules and regulations promulgated thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any court or governmental authority or any arbitrator or non-governmental authority involving Participant or any of its affiliates with respect to the Money Laundering Laws is pending or, to the knowledge of the Participant, threatenedthreatened against the Participant; (g) to the knowledge of the Participant, there is no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against, or being contemplated by any Third Party Owner or threatened against any Third Party Owner; (h) All information and documentation provided there are no actions, suits, proceedings, judgements, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Participant, threatened against the Participant, that could have a Material Adverse Effect on the Participant; (i) to the knowledge of the Participant, there are no actions, suits, proceedings, judgements, rulings or orders by or before any Governmental Authority or arbitrator, or threatened against any Third Party Owner, that could have a Material Adverse Effect on the Participant; (j) the Participant has, or will ensure that any Third Party Owner has, obtained all of the necessary internal approvals in order to proceed with the implementation of the Project; (k) the Participant has, or will ensure that any Third Party Owner has, title to, a leasehold interest in, or other contractual rights in respect of the Facility, sufficient to enable the Participant to Grantor undertake the Project; (l) the Participant and/or Administratorany Third Party Owner, including as the case may be, shall make any declaration, filing or registration with, give any notice to or obtain any Governmental Approval required by Applicable Law, as a condition to entering into the Agreement and to fulfill its obligations. Further, all information Governmental Approvals that are required at the time of this representation for the performance of the Participant’s obligations have been obtained; (m) the execution of the Agreement and documentation provided the performance of the Participant’s obligations under them will not result in the breach or violation of any of the provisions of its material obligations or any judgements, decree, order or award to which it is subject or any Governmental Approval held by it; (n) the Participant has not, and any Third Party Owner has not, prior to Grantor and/or Administrator submitting the Stage 1 Application, entered into an agreement with any contractor or consultant, or ordered or purchased any equipment for use in relation to enable them to conduct “know your customer” due diligence the Project, other than in connection with any pre-project development; (o) the Participant is truenot a non-resident of Canada for the purposes of the Income Tax Act (Canada); (p) the Participant shall not, correct and does not fail to disclose shall ensure that any material factsThird Party Owner shall not, directly or indirectly assign, transfer or sell any electricity it generates from a Project into a Distribution System or the IESO- Controlled Grid; (q) for a Generation Project only, the Participant shall not, and shall ensure that the Third Party Owner shall not, use the Generation Project at any time during the Term for the primary purpose of reducing electricity demand during the five critical system peak hours; (r) where the Participant is an Affiliate of a LDC, the execution and implementation of the Project and the consummation of the transactions contemplated therein are in compliance with all of the requirements under the Ontario Energy Board’s Affiliate Relationships Code; and (is) the performance by the Participant (A) is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated its obligations under this Agreement and the United States Securities Act of 1933 possession and meets any applicable suitability tests, (B) has received or otherwise obtained information which is adequate and is capable of utilizing such information for purposes of sufficiently evaluating the merits and risks of purchasing the Participation, (C) is able to bear the economic risks use of the investment Program Deliverables by the IESO or its Representatives do not and has had will not infringe the opportunity to ask questions to Grantor with respect Intellectual Property Rights of any third party. The representations and warranties provided in this Section 2.1 will be continuing throughout the Term. Any change in the accuracy of such representations and warranties shall promptly be communicated by the Participant to the investment, (D) is aware that Grantor or Administrator may currently have, and later may come into possession of, information with respect to the Issuer that is not known to Participant and that may be material to its decision to purchase the Participation, and neither Grantor nor Administrator shall be under any obligation to share any such information with Participant, (E) is aware that Grantor and Administrator possess limited information regarding the Issuer, and have received no representations or other assurances from the Issuer as to the accuracy or completeness of information regarding the Issuer or the Underlying Instruments other than as set forth IESO in the Transactions Documents (as defined in the Purchase Agreement) and that Participant should not rely upon Grantor or Administrator for any due diligence on the Issuer or any of its security holders or affiliates, (F) is not relying on Grantor or Administrator in any respect, including, without limitation, with respect to legal, tax or economic considerations, in making its investment decision, (G) is aware that the Underlying Instruments or other securities of the Issuer may be held by Grantor, Administrator or any of their affiliates, (H) is aware that an investment in the Participation is highly illiquid, (I) is aware that the Participation constitutes the general and unsecured contractual obligations of Grantor and such obligations will rank equally in right of payment with all other current and subsequent unsecured unsubordinated contractual obligations of Grantor, (J) is aware that the Participation will also be effectively subordinated to any secured debt of Grantor and structurally subordinated to the liabilities of Grantor’s subsidiaries, (K) is aware there are no limitations on the issuance of additional debt by Grantor or its subsidiaries, including secured debt, (L) is aware that in the case of an insolvency of Grantor, secured liabilities of Grantor will have priority over unsecured obligations such as the Participation, (M) is aware that the Participation will not be guaranteed by any of the Grantor’s subsidiaries, and (N) has consulted its own legal, regulatory, tax, financial and accounting advisors to the extent it considers necessary, and has formed its own decision to invest in the Participation based upon its own judgment and advice from the advisors it considers necessarywriting.

Participant Representations and Warranties. The Participant hereby represents and warrants to Grantor and Administrator as follows: (a) Participant the Department during the Agreement Period that: if it is a body corporate, it is duly organizedincorporated in accordance with the Law of its place of incorporation, validly existing and in good standing exists under the laws of its jurisdiction of organization or incorporation that Law and has the capacity to sue or be sued in its own name and to own its property and conduct its business as it is being conducted; it has full power and authority to carry on its present business enter into, perform and operations and to enter into and perform observe its obligations under this Agreement; the execution, delivery and performance of this Agreement has been duly and validly authorised by the Participant; this Agreement constitutes valid and legally binding obligations on it and is enforceable against it by the Department in accordance with its terms; each authorisation from, and filing and registration with, a government agency necessary to enable it to unconditionally execute and deliver and comply with its obligations under this Agreement and carry on its principal business or activity has been obtained, effected and complied with; it will promptly notify and fully disclose to the Department in writing any event or occurrence actual or threatened arising during the Agreement Period which could have an adverse effect on the Participant's ability to perform any of its obligations under this Agreement; it will promptly notify and fully disclose to the Department in writing if an Insolvency Event occurs with respect to it; the unconditional execution and delivery of, and compliance with its obligations by it under this Agreement do not: (i) contravene any Law to which it or any of its property is subject or any order or directive from a Proper Authority binding on it or any of its property; (bii) This Agreement and the other documents contravene its constituent documents; (iii) contravene any agreement or instrument to which it is a party in connection herewith have been duly authorized, executed and delivered by Participant and constitutes a legal, valid and binding obligation of Participant enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting the rights of creditors generally and general principles of equity, whether considered at a proceeding at law or in equityparty; (civ) Any interest obtained by Participant hereunder is and shall be acquired by contravene any obligation of it for its own account for investment and not with a view to resale or distribution, provided that the disposition of its property shall at all times be and remain within its control;any other person; or (dv) Neither require it to make any payment or delivery in respect of any financial indebtedness before the execution and delivery by Participant of this Agreement nor scheduled date for that payment or delivery; no litigation, arbitration, mediation, conciliation or administrative proceedings are taking place, pending, or to the consummation by Participant knowledge of any of its officers after due inquiry, are threatened against the transactions contemplated hereby (1) violates any provision of any law, rule, regulation, organizational document or material agreement binding on Participant or creates a relationship which would be in violation thereof or (2) requires registration under Section 5 of the United States Securities Act of 1933; (e) There are no pending or, to the best of Participant’s knowledge, threatened actions or proceedings against Participant before any court, governmental body, arbitration board, administrative agency or tribunal which, if determined adversely to could have an adverse effect on the Participant, would materially adversely affect the ability of Participant 's capacity to perform its obligations under this Agreement or the Participant's reputation; unless otherwise disclosed in this Agreement; (f) Neither Participant nor , it is not entering into this Agreement as trustee of any of its officers, directors trust or employees nor any other person acting for or on behalf of Participant has, directly or indirectly, settlement; it has not made any contribution, gift, bribe, payoff, influence payment, kickback or any other fraudulent payment in any form, whether in money, property or service, or made any promise to pay, or authorized the payment of any money or the giving of anything of value, to any public official or otherwise (a) to obtain favorable treatment in securing business, (b) to pay for favorable treatment for business secured or (c) to obtain special concessions or for special concessions already obtained, for or false declaration in respect of Participant any current or past dealings with the Department, the Commonwealth or any of its affiliatesProper Authority, including in each case of (a), (b) and (c), that would have been any tender or application process or in violation any agreement; it has had no significant deficiency in the performance of any applicable lawsubstantive requirement or obligation under any prior agreement with the Department, including the Commonwealth or any anti-bribery law; (g) The operations of Participant Proper Authority; it has, and its affiliateswill continue to have and to use, the skills, qualifications and experience, including the Participation by Participant pursuant Personnel occupying a Specified Personnel position, to perform each Project in an efficient and controlled manner with a high degree of quality and responsiveness and to a standard that complies with this Agreement, are, have been ; it has and will be conducted at all times continue to have skilled, qualified and experienced people in compliance Specified Personnel positions who are capable of performing each Project in accordance with all applicable money laundering statutes of all applicable jurisdictions, the rules and regulations promulgated thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”)this Agreement; and no action, suit or proceeding by or before any court or governmental authority or any arbitrator or non-governmental authority involving Participant or any of its affiliates with respect it has and will continue to have the Money Laundering Laws is pending or, necessary resources to the knowledge of Participant, threatened; (h) All information perform each Project and documentation provided by Participant will use those resources to Grantor and/or Administrator, including all information and documentation provided by Participant to Grantor and/or Administrator to enable them to conduct “know your customer” due diligence is true, correct and does not fail to disclose any material facts; and (i) Participant (A) is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the United States Securities Act of 1933 and meets any applicable suitability tests, (B) has received or otherwise obtained information which is adequate and is capable of utilizing such information for purposes of sufficiently evaluating the merits and risks of purchasing the Participation, (C) is able to bear the economic risks of the investment and has had the opportunity to ask questions to Grantor with respect to the investment, (D) is aware that Grantor or Administrator may currently have, and later may come into possession of, information with respect to the Issuer that is not known to Participant and that may be material to its decision to purchase the Participation, and neither Grantor nor Administrator shall be under any obligation to share any such information with Participant, (E) is aware that Grantor and Administrator possess limited information regarding the Issuer, and have received no representations or other assurances from the Issuer as to the accuracy or completeness of information regarding the Issuer or the Underlying Instruments other than as set forth in the Transactions Documents (as defined in the Purchase Agreement) and that Participant should not rely upon Grantor or Administrator for any due diligence on the Issuer or any of its security holders or affiliates, (F) is not relying on Grantor or Administrator in any respect, including, without limitation, with respect to legal, tax or economic considerations, in making its investment decision, (G) is aware that the Underlying Instruments or other securities of the Issuer may be held by Grantor, Administrator or any of their affiliates, (H) is aware that an investment in the Participation is highly illiquid, (I) is aware that the Participation constitutes the general and unsecured contractual obligations of Grantor and such obligations will rank equally in right of payment with all other current and subsequent unsecured unsubordinated contractual obligations of Grantor, (J) is aware that the Participation will also be effectively subordinated to any secured debt of Grantor and structurally subordinated to the liabilities of Grantor’s subsidiaries, (K) is aware there are no limitations on the issuance of additional debt by Grantor or its subsidiaries, including secured debt, (L) is aware that in the case of an insolvency of Grantor, secured liabilities of Grantor will have priority over unsecured obligations such as the Participation, (M) is aware that the Participation will not be guaranteed by any of the Grantor’s subsidiaries, and (N) has consulted its own legal, regulatory, tax, financial and accounting advisors to the extent it considers necessary, and has formed its own decision to invest in the Participation based upon its own judgment and advice from the advisors it considers necessaryperform each Project.

Participant Representations and Warranties. The Participant hereby represents and warrants to Grantor and Administrator as follows: (a) Participant the Department during the Agreement Period that: if it is a body corporate, it is duly organizedincorporated in accordance with the Law of its place of incorporation, validly existing and in good standing exists under the laws of its jurisdiction of organization or incorporation that Law and has the capacity to sue or be sued in its own name and to own its property and conduct its business as it is being conducted; it has full power and authority to carry on its present business enter into, perform and operations and to enter into and perform observe its obligations under this Agreement; (b) This ; the execution, delivery and performance of this Agreement has been duly and validly authorised by the Participant; this Agreement constitutes valid and legally binding obligations on it and is enforceable against it by the Department in accordance with its terms; each authorisation from, and filing and registration with, a government agency necessary to enable it to unconditionally execute and deliver and comply with its obligations under this Agreement and carry on its principal business or activity has been obtained, effected and complied with; it will promptly notify and fully disclose to the other documents Department in writing any event or occurrence actual or threatened arising during the Agreement Period which could have an adverse effect on the Participant's ability to perform any of its obligations under this Agreement; it will promptly notify and fully disclose to the Department in writing if an Insolvency Event occurs with respect to it; the unconditional execution and delivery of, and compliance with its obligations by it under this Agreement do not: contravene any Law to which it or any of its property is subject or any order or directive from a Proper Authority binding on it or any of its property; contravene its constituent documents; contravene any agreement or instrument to which it is a party in connection herewith have been duly authorized, executed and delivered by Participant and constitutes a legal, valid and binding party; contravene any obligation of Participant enforceable against it to any other person; or require it to make any payment or delivery in accordance with its termsrespect of any financial indebtedness before the scheduled date for that payment or delivery; no litigation, except as such enforceability may be limited by applicable bankruptcyarbitration, insolvencymediation, reorganizationconciliation or administrative proceedings are taking place, receivershippending, moratorium and other similar laws affecting or to the rights of creditors generally and general principles of equity, whether considered at a proceeding at law or in equity; (c) Any interest obtained by Participant hereunder is and shall be acquired by it for its own account for investment and not with a view to resale or distribution, provided that the disposition of its property shall at all times be and remain within its control; (d) Neither the execution and delivery by Participant of this Agreement nor the consummation by Participant knowledge of any of its officers after due inquiry, are threatened against the transactions contemplated hereby (1) violates any provision of any law, rule, regulation, organizational document or material agreement binding on Participant or creates a relationship which would be in violation thereof or (2) requires registration under Section 5 of the United States Securities Act of 1933; (e) There are no pending or, to the best of Participant’s knowledge, threatened actions or proceedings against Participant before any court, governmental body, arbitration board, administrative agency or tribunal which, if determined adversely to could have an adverse effect on the Participant, would materially adversely affect the ability of Participant 's capacity to perform its obligations under this Agreement or the Participant's reputation; unless otherwise disclosed in this Agreement; (f) Neither Participant nor , it is not entering into this Agreement as trustee of any of its officers, directors trust or employees nor any other person acting for or on behalf of Participant has, directly or indirectly, settlement; it has not made any contribution, gift, bribe, payoff, influence payment, kickback or any other fraudulent payment in any form, whether in money, property or service, or made any promise to pay, or authorized the payment of any money or the giving of anything of value, to any public official or otherwise (a) to obtain favorable treatment in securing business, (b) to pay for favorable treatment for business secured or (c) to obtain special concessions or for special concessions already obtained, for or false declaration in respect of Participant any current or past dealings with the Department, the Commonwealth or any of its affiliatesProper Authority, including in each case of (a), (b) and (c), that would have been any tender or application process or in violation any agreement; it has had no significant deficiency in the performance of any applicable lawsubstantive requirement or obligation under any prior agreement with the Department, including the Commonwealth or any anti-bribery law; (g) The operations of Participant Proper Authority; it has, and its affiliateswill continue to have and to use, the skills, qualifications and experience, including the Participation by Participant pursuant Personnel occupying a Specified Personnel position, to perform each Project in an efficient and controlled manner with a high degree of quality and responsiveness and to a standard that complies with this Agreement, are, have been ; it has and will be conducted at all times continue to have skilled, qualified and experienced people in compliance Specified Personnel positions who are capable of performing each Project in accordance with all applicable money laundering statutes of all applicable jurisdictions, the rules and regulations promulgated thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”)this Agreement; and no action, suit or proceeding by or before any court or governmental authority or any arbitrator or non-governmental authority involving Participant or any of its affiliates with respect it has and will continue to have the Money Laundering Laws is pending or, necessary resources to the knowledge of Participant, threatened; (h) All information perform each Project and documentation provided by Participant will use those resources to Grantor and/or Administrator, including all information and documentation provided by Participant to Grantor and/or Administrator to enable them to conduct “know your customer” due diligence is true, correct and does not fail to disclose any material facts; and (i) Participant (A) is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the United States Securities Act of 1933 and meets any applicable suitability tests, (B) has received or otherwise obtained information which is adequate and is capable of utilizing such information for purposes of sufficiently evaluating the merits and risks of purchasing the Participation, (C) is able to bear the economic risks of the investment and has had the opportunity to ask questions to Grantor with respect to the investment, (D) is aware that Grantor or Administrator may currently have, and later may come into possession of, information with respect to the Issuer that is not known to Participant and that may be material to its decision to purchase the Participation, and neither Grantor nor Administrator shall be under any obligation to share any such information with Participant, (E) is aware that Grantor and Administrator possess limited information regarding the Issuer, and have received no representations or other assurances from the Issuer as to the accuracy or completeness of information regarding the Issuer or the Underlying Instruments other than as set forth in the Transactions Documents (as defined in the Purchase Agreement) and that Participant should not rely upon Grantor or Administrator for any due diligence on the Issuer or any of its security holders or affiliates, (F) is not relying on Grantor or Administrator in any respect, including, without limitation, with respect to legal, tax or economic considerations, in making its investment decision, (G) is aware that the Underlying Instruments or other securities of the Issuer may be held by Grantor, Administrator or any of their affiliates, (H) is aware that an investment in the Participation is highly illiquid, (I) is aware that the Participation constitutes the general and unsecured contractual obligations of Grantor and such obligations will rank equally in right of payment with all other current and subsequent unsecured unsubordinated contractual obligations of Grantor, (J) is aware that the Participation will also be effectively subordinated to any secured debt of Grantor and structurally subordinated to the liabilities of Grantor’s subsidiaries, (K) is aware there are no limitations on the issuance of additional debt by Grantor or its subsidiaries, including secured debt, (L) is aware that in the case of an insolvency of Grantor, secured liabilities of Grantor will have priority over unsecured obligations such as the Participation, (M) is aware that the Participation will not be guaranteed by any of the Grantor’s subsidiaries, and (N) has consulted its own legal, regulatory, tax, financial and accounting advisors to the extent it considers necessary, and has formed its own decision to invest in the Participation based upon its own judgment and advice from the advisors it considers necessaryperform each Project.

Participant Representations and Warranties. Participant hereby represents You agree and warrants warrant that: (i) the information that you or your agent provide to Grantor and Administrator as follows: (a) Participant is duly organized, validly existing and in good standing under us during the laws of its jurisdiction of organization or incorporation and has application process to reserve a domain new through the power and authority to carry on its present business and operations and to enter into and perform its obligations under this Agreement; (b) This Agreement and the other documents to which it is a party in connection herewith have been duly authorized, executed and delivered by Participant and constitutes a legal, valid and binding obligation of Participant enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting the rights of creditors generally and general principles of equity, whether considered at a proceeding at law or in equity; (c) Any interest obtained by Participant hereunder is and shall be acquired by it for its own account for investment and not with a view to resale or distribution, provided that the disposition of its property shall at all times be and remain within its control; (d) Neither the execution and delivery by Participant of this Agreement nor the consummation by Participant of any of the transactions contemplated hereby (1) violates any provision of any law, rule, regulation, organizational document or material agreement binding on Participant or creates a relationship which would be in violation thereof or (2) requires registration under Section 5 of the United States Securities Act of 1933; (e) There are no pending orIR Service is, to the best of Participant’s knowledgeyour knowledge and belief, threatened actions accurate and complete, and that any future changes to this information will be provided to us in a timely manner according to the modification procedures in place at that time, (ii) to the best of your knowledge and belief neither the submission of an IR Request, your successful Reservation of the requested name, or proceedings against Participant before any courtthe manner in which you intend to use such IR Request, governmental bodyReservation Token, arbitration board, administrative agency or tribunal which, if determined adversely to Participant, would materially adversely affect the ability of Participant to perform its obligations under this Agreement; (f) Neither Participant nor any of its officers, directors or employees nor any other person acting for or on behalf of Participant has, domain name itself will directly or indirectlyindirectly infringe the legal rights of a third party, made any contribution, gift, bribe, payoff, influence payment, kickback or any other fraudulent payment in any form, whether in money, property or service, or made any promise to pay, or authorized the payment of any money or the giving of anything of value, to any public official or otherwise (a) to obtain favorable treatment in securing businessincluding trademark rights, (biii) to pay you are not submitting an IR Request for favorable treatment for business secured an unlawful purpose; (iv) you will not knowingly use the IR Request or (c) to obtain special concessions or for special concessions already obtained, for or in respect of Participant or any of its affiliates, in each case of (a), (b) and (c), that would have been Reservation Token in violation of any applicable lawlaws or regulations, including any anti-bribery law; (gv) The operations you have all requisite power and authority to execute this Agreement and to perform your obligations hereunder, and (vi) you are of Participant legal age and its affiliates, including the Participation by Participant pursuant capacity to enter into this Agreement. You agree and acknowledge that it is your responsibility to determine whether your IR Request and/or Reservation Token infringes or violates someone else’s rights, areincluding, have been but not limited to, whether any foreign language translations of your domain name, either between roman-alphabet languages, between non- roman alphabet languages, or between roman-alphabet and non-roman alphabet languages, infringe or violate someone else’s rights. ICM Disclaimer of Warranties You agree that your use of our service(s) is solely at your own risk. You agree that all of our services are provided on an "AS IS," and "AS AVAILABLE" basis. ICM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT. ICM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER THAT SUBMISSION OF A RESERVATION REQUEST OR RECEIPT OF A RESERVATION UNDER THIS AGREEMENT WILL GUARANTEE YOUR ABILITY TO REGISTER THE RESERVED NAME OR IMMUNIZE YOU EITHER FROM CHALLENGES TO YOUR SUBSEQUENT REGISTRATION OF THAT DOMAIN NAME, OR FROM SUSPENSION, CANCELLATION OR TRANSFER OF THE IR REQUEST, RESERVATION TOKEN, OR SUBSEQUENTLY REGISTERED DOMAIN NAME. We make no warranty that our services(s) will meet your requirements or that the service(s) will be conducted at all times in compliance with all applicable money laundering statutes of all applicable jurisdictionsuninterrupted, the rules and regulations promulgated thereunder and timely, secure or error free; nor do we make any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any court or governmental authority or any arbitrator or non-governmental authority involving Participant or any of its affiliates with respect warranty as to the Money Laundering Laws is pending or, to the knowledge of Participant, threatened; (h) All information and documentation provided by Participant to Grantor and/or Administrator, including all information and documentation provided by Participant to Grantor and/or Administrator to enable them to conduct “know your customer” due diligence is true, correct and does not fail to disclose any material facts; and (i) Participant (A) is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the United States Securities Act of 1933 and meets any applicable suitability tests, (B) has received or otherwise obtained information which is adequate and is capable of utilizing such information for purposes of sufficiently evaluating the merits and risks of purchasing the Participation, (C) is able to bear the economic risks of the investment and has had the opportunity to ask questions to Grantor with respect to the investment, (D) is aware that Grantor or Administrator may currently have, and later may come into possession of, information with respect to the Issuer that is not known to Participant and results that may be material to its decision to purchase the Participation, and neither Grantor nor Administrator shall be under any obligation to share any such information with Participant, (E) is aware that Grantor and Administrator possess limited information regarding the Issuer, and have received no representations or other assurances obtained from the Issuer use of the service(s) or as to the accuracy or completeness reliability of any information regarding obtained on our web site. You understand and agree that any material and/or data downloaded or otherwise obtained through the Issuer or the Underlying Instruments other than as set forth in the Transactions Documents (as defined in the Purchase Agreement) use of our website is done at your own discretion and risk and that Participant should not rely upon Grantor or Administrator you will be solely responsible for any due diligence on damage to your computer system or loss of data that results from the Issuer download of such material and/or data. We make no warranty regarding any goods or services purchased or obtained through any of our services or any transactions entered into through such services. No advice or information, whether oral or written, obtained by you from us or through web site shall create any warranty not expressly made herein. To the extent that any jurisdiction does not allow the exclusion of its security holders or affiliatessuch warranties, (Fthese disclaimers will apply to the greatest extent possible. You further acknowledge and agree that your IR Request(s) and/or Reservation Token(s) is not relying on Grantor subject to suspension, cancellation, transfer or Administrator in modification pursuant to the terms of any respectrules or policies applicable to your domain name registration for any Eligible Site, including, without limitationbut not limited to (i) the Uniform Domain Name Dispute Resolution Policy (UDRP), with respect (ii) any policy adopted by the Internet Corporation for Assigned Names and Numbers (ICANN), (iii) any registrar (including ICM) or registry administrator procedures, or (iv) any other ccTLD registry administrator procedures. You also agree that ICM shall have the right in its sole discretion to legalsuspend, tax cancel, transfer or economic considerationsotherwise modify your IR Request(s) and/or Reservation Token(s) at such time as ICM receives (i) a properly authenticated notification from a court of competent jurisdiction, or (ii) an arbitration award requiring the suspension, cancellation, transfer or modification of your domain name registration for the corresponding Eligible Site. Right of Refusal You grant ICM, in making its investment decisionour sole discretion, (G) is aware the right to refuse to accept your IR Request or to terminate your Reservation Token at any time. You agree that the Underlying Instruments or other securities of the Issuer may be held by Grantor, Administrator or any of their affiliates, (H) is aware that an investment in the Participation is highly illiquid, (I) is aware that the Participation constitutes the general and unsecured contractual obligations of Grantor and such obligations will rank equally in right of payment with all other current and subsequent unsecured unsubordinated contractual obligations of Grantor, (J) is aware that the Participation will also be effectively subordinated to any secured debt of Grantor and structurally subordinated to the liabilities of Grantor’s subsidiaries, (K) is aware there are no limitations on the issuance of additional debt by Grantor or its subsidiaries, including secured debt, (L) is aware that in the case of an insolvency of Grantor, secured liabilities of Grantor will have priority over unsecured obligations such as the Participation, (M) is aware that the Participation we will not be guaranteed liable to you for any loss or damages that may result from any such refusal or termination. Dispute Policy We do not check to see whether the IR Request you submit infringes the legal rights of others. You agree to assume all responsibility in selecting a domain name to reserve. Should we be sued or threatened with a lawsuit in connection with your IR Request or Reservation Token, you agree to hold us harmless and indemnify us pursuant to the Indemnification provision of this agreement. Similarly, you recognize that we have no responsibility to determine whether domain names reserved by any of the Grantor’s subsidiariesothers through our site infringe your own rights in trademarks or domain names, and (N) has consulted its own legalyou agree to release ICM from any legal claims asserting such a responsibility. We will not participate in any way in any dispute between you and any party other than us regarding your IR Request, regulatoryReservation Token, taxand/or use of an Eligible Site or domain name. You will not name us as a party or otherwise include us in any such proceeding. In the event that we are named as a party in any such proceeding, financial we reserve the right to raise any and accounting advisors to the extent it considers necessaryall defenses deemed appropriate, and has formed its own decision to invest in the Participation based upon its own judgment and advice from the advisors it considers necessarytake any other action necessary to defend ourselves.

Participant Representations and Warranties. Participant hereby represents and warrants to Grantor and Administrator Manager as follows: (a) Participant is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization or incorporation and has the power and authority to carry on its present business and operations and to enter into and perform its obligations under this Agreement; (b) This Agreement and the other documents to which it is a party in connection herewith have been duly authorized, executed and delivered by Participant and constitutes a legal, valid and binding obligation of Participant enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting the rights of creditors generally and general principles of equity, whether considered at a proceeding at law or in equity; (c) Any interest obtained by Participant hereunder is and shall be acquired by it for its own account for investment and not with a view to resale or distribution, provided that the disposition of its property shall at all times be and remain within its control; (d) Neither the execution and delivery by Participant of this Agreement nor the consummation by Participant of any of the transactions contemplated hereby (1) violates any provision of any law, rule, regulation, organizational document or material agreement binding on Participant or creates a relationship which would be in violation thereof or (2) requires registration under Section 5 of the United States Securities Act of 1933; (e) There are no pending or, to the best of Participant’s knowledge, threatened actions or proceedings against Participant before any court, governmental body, arbitration board, administrative agency or tribunal which, if determined adversely to Participant, would materially adversely affect the ability of Participant to perform its obligations under this Agreement; (f) Neither Participant nor any of its officers, directors or employees nor any other person acting for or on behalf of Participant has, directly or indirectly, made any contribution, gift, bribe, payoff, influence payment, kickback or any other fraudulent payment in any form, whether in money, property or service, or made any promise to pay, or authorized the payment of any money or the giving of anything of value, to any public official or otherwise (a) to obtain favorable treatment in securing business, (b) to pay for favorable treatment for business secured or (c) to obtain special concessions or for special concessions already obtained, for or in respect of Participant or any of its affiliates, in each case of (a), (b) and (c), that would have been in violation of any applicable law, including any anti-bribery law; (g) The operations of Participant and its affiliates, including the Participation by Participant pursuant to this Agreement, are, have been and will be conducted at all times in compliance with all applicable money laundering statutes of all applicable jurisdictions, the rules and regulations promulgated thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any court or governmental authority or any arbitrator or non-governmental authority involving Participant or any of its affiliates with respect to the Money Laundering Laws is pending or, to the knowledge of Participant, threatened; (h) All information and documentation provided by Participant to Grantor and/or AdministratorManager, including all information and documentation provided by Participant to Grantor and/or Administrator Manager to enable them to conduct “know your customer” due diligence is true, correct and does not fail to disclose any material facts; and (i) Participant (A) it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the United States Securities Act of 1933 and meets any applicable suitability tests, (B) has received or otherwise obtained information which is adequate and is capable of utilizing such information for purposes of sufficiently evaluating the merits and risks of purchasing the Participation, (C) is able to bear the economic risks of the investment and has had the opportunity to ask questions to Grantor with respect to the investment, (D) is aware that Grantor or Administrator Manager may currently have, and later may come into possession of, information with respect to the Issuer that is not known to Participant and that may be material to its decision to purchase the Participation, and neither Grantor nor Administrator Manager shall be under any obligation to share any such information with Participant, (E) is aware that Grantor and Administrator Manager possess limited information regarding the Issuer, and have received no representations or other assurances from the Issuer as to the accuracy or completeness of information regarding the Issuer or the Underlying Instruments other than as set forth in the Transactions Documents (as defined in the Purchase Agreement) and that Participant should not rely upon Grantor or Administrator Manager for any due diligence on the Issuer or any of its security holders or affiliates, (F) it is not relying on Grantor or Administrator Manager in any respect, including, without limitation, with respect to legal, tax or economic considerations, in making its investment decision, (G) it is aware that the Underlying Instruments or other securities of the Issuer may be held by Grantor, Administrator Manager or any of their affiliates, (H) it is aware that an investment in the Participation is highly illiquid, (I) it is aware that the Participation constitutes the general and unsecured contractual obligations of Grantor and such obligations will rank equally in right of payment with all other current and subsequent unsecured unsubordinated contractual obligations of Grantor, (J) it is aware that the Participation will also be effectively subordinated to any secured debt of Grantor and structurally subordinated to the liabilities of Grantor’s subsidiaries, (K) it is aware there are no limitations on the issuance of additional debt by Grantor or its subsidiaries, including secured debt, (L) it is aware that in the case of an insolvency of Grantor, secured liabilities of Grantor will have priority over unsecured obligations such as the Participation, (M) it is aware that the Participation will not be guaranteed by any of the Grantor’s subsidiaries, and (N) it has consulted its own legal, regulatory, tax, financial and accounting advisors to the extent it considers necessary, and has formed its own decision to invest in the Participation based upon its own judgment and advice from the advisors it considers necessary.