Common use of REPRESENTATIONS AND WARRANTIES OF TARGET Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents and ---------------------------------------- warrants to Acquiror that (a) Target is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (b) the execution and delivery of this Agreement by Target and consummation by Target of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Target and no other corporate proceedings on the part of Target are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by Target and constitutes a legal, valid and binding obligation of Target and, assuming this Agreement constitutes a legal, valid and binding obligation of Acquiror, is enforceable against Target in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; (d) except for any filings required under the HSR Act, Target has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise of the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued Target Shares for Acquiror to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Target Shares or other securities which may be issuable pursuant to Section 9(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable; (e) upon delivery of the Target Shares and any other securities to Acquiror upon exercise of the Option, Acquiror will acquire such Target Shares or other securities free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Acquiror; (f) the execution and delivery of this Agreement by Target do not, and the performance of this Agreement by Target will not, (i) violate the Certificate of Incorporation or Bylaws of Target, (ii) conflict with or violate any order applicable to Target or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any property or assets of Target or any of its subsidiaries pursuant to, any contract or agreement to which Target or any of its subsidiaries is a party or by which Target or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Target; (g) the execution and delivery of this Agreement by Target does not, and the performance of this Agreement by Target will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entity except pursuant to the HSR Act; and (h) any Acquiror Shares acquired pursuant to this Agreement will not be acquired by Target with a view to the public distribution thereof and Target will not sell or otherwise dispose of such shares in violation of applicable law or this Agreement.

REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents and ---------------------------------------- warrants to Acquiror that (a) Target is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (b) the execution and delivery of this Agreement by Target and consummation by Target of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Target and no other corporate proceedings on the part of Target are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by Target and constitutes a legal, valid and binding obligation of Target and, assuming this Agreement constitutes a legal, valid and binding obligation of Acquiror, is enforceable against Target in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; (d) except for any filings required under the HSR Act, Target has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise of the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued Target Shares for Acquiror to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Target Shares or other securities which may be issuable pursuant to Section 9(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable; (e) upon delivery of the Target Shares and any other securities to Acquiror upon exercise of the Option, Acquiror will acquire such Target Shares or other securities free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Acquiror; (f) the execution and delivery of this Agreement by Target do not, and the performance of this Agreement by Target will not, (i) violate the Certificate of Incorporation or Bylaws of Target, (ii) conflict with or violate any order applicable to Target or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any property or assets of Target or any of its subsidiaries pursuant to, any contract or agreement to which Target or any of its subsidiaries is a party or by which Target or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Target; (g) the execution and delivery of this Agreement by Target does not, and the performance of this Agreement by Target will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entity except pursuant to the HSR Act; and (h) any Acquiror Shares acquired pursuant to this Agreement will not be acquired by Target with a view to the public distribution thereof and Target will not sell or otherwise dispose of such shares in violation of applicable law or this Agreement.

REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents and ---------------------------------------- warrants to Acquiror that (a) Target is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (b) the execution and delivery of this Agreement by Target and the consummation by Target of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Target and no other corporate proceedings on the part of Target are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by Target and constitutes a legal, valid and binding obligation of Target and, assuming this Agreement constitutes a legal, valid and binding obligation of Acquiror, is enforceable against Target in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; (d) except for any filings required under the HSR Act, Target has taken (or will in a timely manner take) all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon in connection with any exercise of the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued Target Shares for Acquiror to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Target Shares or other securities which may be issuable pursuant to Section 9(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable; (e) upon delivery of the Target Shares and any other securities to Acquiror upon exercise in consideration of the Optionany acquisition of Acquiror Shares pursuant hereto, Acquiror will acquire such Target Shares or other securities free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Acquiror; (f) the execution and delivery of this Agreement by Target do not, and the performance of this Agreement by Target will not, (i) violate the Certificate of Incorporation or Bylaws of Target, (ii) conflict with or violate any order applicable to Target or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of Target or any of its subsidiaries pursuant to, any contract or agreement to which Target or any of its subsidiaries is a party or by which Target or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Target; (g) the execution and delivery of this Agreement by Target does not, and the performance of this Agreement by Target will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Entity except pursuant to the HSR Act; and (h) any Acquiror Shares acquired pursuant to this Agreement upon exercise of the Option will not be acquired by Target with a view to the public distribution thereof and Target will not sell or otherwise dispose of such shares in violation of applicable law or this Agreement.

REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents and ---------------------------------------- warrants to Acquiror that as follows: (a) Target is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Ohio and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; ; (b) the execution and delivery of this Agreement by Target and the consummation by Target of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Target and no other corporate proceedings on the part of Target are necessary to authorize this Agreement or any of the transactions contemplated hereby; ; (c) this Agreement has been duly executed and delivered by Target and constitutes a legal, valid and binding obligation of Target Target, and, assuming this Agreement constitutes a legal, valid and binding obligation of Acquiror, is enforceable against Target in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; ; (d) except for any filings required under the HSR Act, Target has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue issue, upon exercise of the Target Option, and at all times from the date hereof until through the termination expiration of the Target Option will have reserved for issuancereserved, a sufficient that number of unissued Target Shares for Acquiror that are subject to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Target Shares or other securities which may be issuable pursuant to Section 9(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable; ; (e) upon delivery of the Target Shares and any other securities to Acquiror upon the exercise of the Target Option, Acquiror will acquire such the Target Shares or other securities free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Acquiror; Liens; (f) except as may be required under the Securities Act of 1933, as amended (the "Securities Act"), the execution and delivery of this Agreement by Target do does not, and the performance of this Agreement by Target will not, (i) violate the Certificate of Incorporation conflict with, or Bylaws of Target, (ii) conflict with or violate any order applicable to Target or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of violation of, or constitute a default (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under, or give rise to any a right of termination, amendment, cancellation or acceleration of any obligation or cancellation ofthe loss of a benefit under, or result in the creation of a lien Lien on assets pursuant to (any such conflict, violation, default, right of termination, cancellation or encumbrance on acceleration, loss or creation, a "Violation"), (A) any property provision of the Articles of Incorporation or assets Code of Regulations of Target or (B) any provisions of its subsidiaries pursuant toany Contract, permit, concession, franchise, or license or (C) any contract judgment, order, decree, statute, law, ordinance, rule or agreement regulation applicable to which Target or its Subsidiaries or their respective properties or assets (including without limitation any provision of its subsidiaries is Ohio Law applicable to a party business combination, control share acquisition or by similar transaction), which Target or any of its subsidiaries or any of their property is bound or affected, exceptViolation, in the case of each of clauses (iiB) and (iii) aboveC), for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Target; ; (g) except as described in Section 2.3 of the Reorganization Agreement and Section 3(i) of this Agreement, and except as may be required under the Securities Act, the execution and delivery of this Agreement by Target does not, and the performance of this Agreement by Target will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Entity except pursuant to the HSR Actgovernmental or regulatory authority; and and (h) any Acquiror the number of Target Shares acquired pursuant to this Agreement will not be acquired by constitutes 19.9% of the number of Target with a view to Common Shares outstanding on the public distribution thereof and Target will not sell or otherwise dispose date of such shares in violation of applicable law or this Agreement.

REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents and ---------------------------------------- warrants to Acquiror that (a) Target is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (b) the execution and delivery of this Agreement by Target and consummation by Target of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Target and no other corporate proceedings on the part of Target are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by Target and constitutes a legal, valid and binding obligation of Target and, assuming this Agreement constitutes a legal, valid and binding obligation of Acquiror, is enforceable against Target in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; (d) except for any filings as may be required under the HSR ActAct or filings required for companies quoted on the NASDAQ National Market, Target has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise of the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued Target Shares for Acquiror to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Target Shares or other securities which may be issuable pursuant to Section 9(a) 8 upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable; (e) upon delivery of the Target Shares and any other securities to Acquiror upon exercise of the Option, Acquiror will acquire such Target Shares or other securities free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Acquiror; (f) the execution and delivery of this Agreement by Target do not, and the performance of this Agreement by Target will not, (i) violate the Certificate of Incorporation or Bylaws of Target, (ii) conflict with or violate any order applicable to Target or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of Target or any of its subsidiaries pursuant to, any contract or agreement to which Target or any of its subsidiaries is a party or by which Target or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Target; and (g) the execution and delivery of this Agreement by Target does do not, and the performance of this Agreement by Target will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entity except pursuant to the HSR Act; and (h) any Acquiror Shares acquired pursuant to this Agreement will not be acquired by Target with a view to Act or for companies quoted on the public distribution thereof and Target will not sell or otherwise dispose of such shares in violation of applicable law or this AgreementNASDAQ National Market, if applicable.

REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents and ---------------------------------------- warrants to Acquiror that (a) Target is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (b) the execution and delivery of this Agreement by Target and consummation by Target of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Target and no other corporate proceedings on the part of Target are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by Target and constitutes a legal, valid and binding obligation of Target and, assuming this Agreement constitutes a legal, valid and binding obligation of Acquiror, is enforceable against Target in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; (d) except for any filings required under the HSR Act, Target has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise of the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued Target Shares for Acquiror to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Target Shares or other securities which may be issuable pursuant to Section 9(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable; (e) upon delivery of the Target Shares and any other securities to Acquiror upon exercise of the Option, Acquiror will acquire such Target Shares or other securities free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Acquiror; (f) the execution and delivery of this Agreement by Target do not, and the performance of this Agreement by Target will not, (i) violate the Certificate of Incorporation or Bylaws of Target, (ii) conflict with or violate any order applicable to Target or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any property or assets of Target or any of its subsidiaries pursuant to, any contract or agreement to which Target or any of its subsidiaries is a party or by which Target or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Target; and (g) the execution and delivery of this Agreement by Target does not, and the performance of this Agreement by Target will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entity except pursuant to the HSR Act; and (h) any Acquiror Shares acquired pursuant to this Agreement will not be acquired by Target with a view to the public distribution thereof and Target will not sell or otherwise dispose of such shares in violation of applicable law or this Agreement.

REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents Each of PMH and ---------------------------------------- warrants PMTH shall cause Target to Acquiror that represent and warrant to Purchaser at Closing as follows: (a) Target is a corporation federally chartered bank duly organized, organized and validly existing and in good standing under the laws of the State United States of Delaware and America. (b) Target has the corporate power and authority to enter into and perform this Agreement. This Agreement and to carry out its obligations hereunder; (b) any other documents or instruments executed pursuant hereto and the execution execution, delivery and delivery of this Agreement by Target performance hereof and consummation by Target of the transactions contemplated hereby thereof have been duly authorized and approved by all necessary corporate action actions on the part of Target Target, and no other corporate proceedings on the part of Target are necessary to authorize this Agreement and the instruments and documents executed pursuant hereto constitutes, or any of will constitute, the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by Target and constitutes a legal, valid and binding obligation obligations of Target andTarget, assuming this Agreement constitutes a legal, valid and binding obligation of Acquiror, is enforceable against Target in accordance with its terms, except as enforceability enforcement may be limited by bankruptcy federal and state regulators of Target or by bankruptcy, insolvency, reorganization, moratorium or other laws of general applicability relating to or affecting creditors' rights, or the limiting effect of rules of law governing specific performance, equitable relief and other laws affecting equitable remedies or the waiver of rights and remedies of creditors generally and general principles of equity; or remedies. (dc) except for any filings required under the HSR Act, Target has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise of the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued Target Shares for Acquiror to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Target Shares or other securities which may be issuable pursuant to Section 9(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable; (e) upon delivery of the Target Shares and any other securities to Acquiror upon exercise of the Option, Acquiror will acquire such Target Shares or other securities free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Acquiror; (f) the The execution and delivery of this Agreement and the instruments and documents executed pursuant hereto by Target do notnot and, subject to the receipt of all required approvals and consents, the performance consummation of the transactions contemplated by this Agreement by Target will not, not constitute (i) violate a breach or violation of or default under any law, rule, regulation, judgment, order, governmental permit or license of Target or to which Target is subject, which breach, violation, or default would have a material and adverse effect on Target or the Certificate business or properties of Incorporation the Banking Offices; or (ii) a breach or violation of or a default under the organizational instruments or Bylaws of Target. (d) There are no pending or, to the knowledge of Target, threatened, disputes or controversies between Target and any federal, state or local governmental authority that (i) would reasonably be expected to prevent or impair the ability of Target to perform its obligations under this Agreement in any material respect or (ii) conflict with would reasonably be expected to impair the validity or violate any order applicable to Target or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any property or assets of Target or any of its subsidiaries pursuant to, any contract or agreement to which Target or any of its subsidiaries is a party or by which Target or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Target; (g) the execution and delivery consummation of this Agreement by Target does not, and or the performance of this Agreement by Target will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entity except pursuant to the HSR Act; and (h) any Acquiror Shares acquired pursuant to this Agreement will not be acquired by Target with a view to the public distribution thereof and Target will not sell or otherwise dispose of such shares in violation of applicable law or this Agreementtransactions contemplated hereby.

REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents and ---------------------------------------- warrants to Acquiror that Acquirer as follows as of the date hereof and as of each date up to and including each Closing: (a) Target is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Pennsylvania and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; ; (b) the execution and delivery of this Agreement by Target and the consummation by Target of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Target and no other corporate proceedings on the part of Target are necessary to authorize this Agreement or any of the transactions contemplated hereby; ; (c) this Agreement has been duly executed and delivered by Target and constitutes a legal, valid and binding obligation of Target and, assuming this Agreement constitutes a legal, valid and binding obligation of Acquiror, is enforceable against Target in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; ; (d) except for any filings required under the HSR Act, Target has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue issue, upon exercise of the Target Option, and at all times from the date hereof until through the termination expiration of the Target Option will have reserved for issuancereserved, a sufficient that number of unissued Target Shares for Acquiror that are subject to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Target Shares or other securities which may be issuable pursuant to Section 9(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable; ; (e) upon delivery of the Target Shares and any other securities to Acquiror upon the exercise of the Target Option, Acquiror will acquire such the Target Shares or other securities free and clear of all material claimsLiens, liensexcept for such Liens, chargesif any, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed as may be created by Acquiror; ; (f) except as may be required under the Securities Act of 1933 as amended (the "Securities Act"), the execution and delivery of this Agreement by Target do does not, and the performance of this Agreement by Target will not, (i) violate the Certificate of Incorporation conflict with, or Bylaws of Target, (ii) conflict with or violate any order applicable to Target or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of violation of, or constitute a default (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under, or give rise to any a right of termination, amendment, cancellation or acceleration of any obligation or cancellation ofthe loss of a benefit under, or result in the creation of a lien Lien on assets pursuant to (any such conflict, violation, default, right of termination, cancellation or encumbrance on acceleration, loss or creation, a "Violation"), (A) any property provision of the Articles of Incorporation or assets Bylaws or other similar organizational documents of Target Target, or (B) any provisions of its subsidiaries pursuant toany Contract, any contract permit, concession, franchise, or agreement license to which Target or any of its subsidiaries Subsidiaries is a party or by which any one or more of them is bound, or (C) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Target or any of its subsidiaries Subsidiaries or any of their property is bound respective properties or affectedassets, exceptwhich Violation, in the case of each of clauses (iiB) and (iii) aboveC), for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Target; and (g) except as described in Section 3.3 of the Reorganization Agreement and Section 3(i) of this Agreement, and except as may be required under the Securities Act, the execution and delivery of this Agreement by Target does not, and the performance of this Agreement by Target will not, require any consent, approval, authorization or permit of, or filing with, with or notification to, any Governmental Entity except pursuant to the HSR Act; and (h) any Acquiror Shares acquired pursuant to this Agreement will not be acquired by Target with a view to the public distribution thereof and Target will not sell governmental or otherwise dispose of such shares in violation of applicable law or this Agreementregulatory authority.

REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents and ---------------------------------------- warrants to Acquiror Parent, and acknowledges that Parent is relying upon such representations and warranties, as follows: (ai) Target has been duly continued and is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Yukon Territory and is current and up-to-date with all filings required to be made by it in such jurisdiction; and (ii) the Target Subsidiaries have been duly incorporated and are validly existing under the applicable laws under which they are organized, and are current and up-to-date with all filings required to be made by it in each such jurisdiction, excepting only delays in filings which individually and in the aggregate would not result in a Material Adverse Effect; (b) Target has the full corporate power power, capacity and authority to enter into this Agreement carry out the Arrangement and all related matters contemplated herein and to carry out its obligations hereunder; (b) the execution and delivery of under this Agreement by Target and consummation by Target of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Target and no other corporate proceedings on the part of Target are necessary to authorize this Agreement or any of the transactions contemplated hereby; Agreement; (c) this This Agreement has been duly authorized, executed and delivered by Target and constitutes a legal, valid and binding obligation of Target and, assuming this Agreement constitutes a legal, valid and binding obligation of Acquiror, is enforceable against Target in accordance with its terms, except as enforceability enforcement hereof may be limited by bankruptcy and other bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally and general principles except that equitable remedies may be granted only in the discretion of equity; a court of competent jurisdiction; (d) except for any filings required under Each of Target and the HSR ActTarget Subsidiaries has all requisite corporate capacity, Target has taken power and authority to own its assets, and, other than as necessitated by the Venezuelan Government Mining Law Review, possesses all material certificates, authority, permits and licenses issued by the appropriate state, provincial, municipal or federal regulatory agencies or bodies necessary corporate and other action to authorize and reserve for issuance and to permit conduct the business as now conducted by it to issue upon exercise of the Optionas applicable, and at is in compliance in all times from the date hereof until the termination of the Option will have reserved for issuancematerial respects with such certificates, a sufficient number of unissued Target Shares for Acquiror to exercise the Option authorities, permits or licenses. Other than in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Target Shares or other securities which may be issuable pursuant to Section 9(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance connection with the terms of this AgreementVenezuelan Government Mining Law Review, will be validly issued, fully paid and nonassessable; (e) upon delivery of the Target Shares and any other securities to Acquiror upon exercise of the Option, Acquiror will acquire such Target Shares or other securities free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Acquiror; (f) the execution and delivery of this Agreement by Target do not, and the performance of this Agreement by Target will not, (i) violate the Certificate of Incorporation or Bylaws of Target, (ii) conflict with or violate any order applicable to Target or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any property or assets none of Target or the Target Subsidiaries has received any notice of its subsidiaries pursuant toproceedings relating to the revocation or modification of any such certificate, any contract authority, permit or agreement to which Target or any of its subsidiaries is a party or by which Target or any of its subsidiaries or any of their property is bound or affectedlicense which, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually singly or in the aggregate, if the subject of an unfavourable decision, order, finding or ruling, would materially and adversely affect the conduct of the business, operations, financial condition, income or future prospects of Target and the Target Subsidiaries taken as a whole. All effects of the Venezuelan Government Mining Law Review on Target up to and including the date hereof have been disclosed to Parent in the Disclosed Information; (e) The authorized capital of Target, consists of an unlimited number of Target Shares of which 111,717,506 Target Shares are issued and outstanding at the date hereof; (f) Except as disclosed in Target’s Public Documents, all of the issued and outstanding securities of the Target Subsidiaries are owned, directly or indirectly, by Target. Target is not a Material Adverse Effect on Target; party to nor has Target granted any agreement, warrant, option or right or privilege capable of becoming an agreement, for the purchase, subscription or issuance of any securities of the Target Subsidiaries or securities convertible into or exchangeable for any securities of the Target Subsidiaries; (g) Target is not party to and has not granted any agreement, warrant, option or right or privilege capable of becoming an agreement, for the execution purchase, subscription or issuance of any Target Shares or securities convertible into or exchangeable for Target Shares (including, for greater certainty, any shareholder rights plan), other than the agreements, warrants and delivery options covering an aggregate of this Agreement by 57,521,305 Target does notShares as follows: 8,949,332 Target Options; 10,936,668 Target Initial Warrants; 19,421,588 Target “A” Warrants; 9,090,910 Target “B” Warrants; and the Target Debentures, convertible into 9,122,807 Target Shares; (h) Target has no associates (as defined in the Securities Act (Ontario)) and is not a partner, co-tenant, joint venturer or otherwise a participant in any partnership joint venture, co-tenancy or other similarly joint owned business except as disclosed in Target’s Public Documents; (i) The entering into and the performance of this Agreement by Target will not, and the Target Subsidiaries of the Arrangement and all related matters contemplated herein: (i) do not require any consent, approval, authorization or permit order of any court or governmental agency or body, except that which may be required under applicable securities legislation and the Final Order; (ii) will not contravene any Law which is binding on Target or the Target Subsidiaries where such contravention would have a Material Adverse Effect or materially impair Target’s ability to complete the transactions contemplated in this Agreement; and (iii) will not result in the breach of, or filing be in conflict with, or notification toconstitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the Governing Documents or resolutions of Target or any mortgage, note, indenture, contract or agreement instrument, lease or other document to which Target is a party, or any judgment, decree or order or any term or provision thereof, which breach, conflict or default would have a Material Adverse Effect or materially impair Target’s ability to complete the transactions contemplated in this Agreement; (j) Target’s board of directors has (i) received a fairness opinion in respect of the Arrangement from its financial adviser to the effect that the consideration to be received for the Target Shares under the Arrangement is fair, from a financial point of view, to the Target Shareholders (ii) obtained a formal valuation in compliance with the requirements of OSC Rule 61-501; (iii) determined unanimously that the terms of the Arrangement are in the best interests of Target and fair, from a financial point of view, to the Target Securityholders, and (iv) resolved unanimously to recommend that the Target Securityholders accept the Arrangement; (k) There are no legal or governmental proceedings pending or, to the knowledge of Target, contemplated or threatened, to which Target or the Target Subsidiaries is a party or to which the property of Target or the Target Subsidiaries is subject which individually and in the aggregate could result in a Material Adverse Effect; (l) Each of Target and each of the Target Subsidiaries has conducted and is conducting its business in compliance with all applicable Laws, including, without limitation, all applicable Tax Laws and all applicable Laws and all Government Authority authorizations and instructions, whether in writing or oral, relating to mining and/or mining claims, concessions, licenses or leases, except to the extent necessitated by the Venezuelan Government Mining Law Review and otherwise excepting only non-compliances which individually and in the aggregate would not result in a Material Adverse Effect. Target has not nor has any of the Target Subsidiaries received any notice of the revocation or cancellation of, or any intention to revoke or cancel, any Governmental Entity of the mining claims, concessions, licenses, leases or other instruments conferring mineral rights in respect of the properties in which Target and any of the Target Subsidiaries has an interest. Without limiting the generality of the foregoing, Target and the Target Subsidiaries have obtained all export and import licences and permits necessary for the operation of the business of Target and the Target Subsidiaries in Venezuela, have not taken any action which would impair the ability of Target or the Target Subsidiaries to obtain necessary licences or permits in the future for the continued operation of such business, and have otherwise taken all steps necessary to permit the repatriation of dividends and profits from Venezuela in accordance with applicable Laws and requirements of all Government Authorities; (m) All taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, sales, goods and services, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by Target and the Target Subsidiaries have been timely paid or withheld and remitted, as the case may be, except pursuant for where the failure to pay or remit such taxes would not result in a Material Adverse Effect. All liabilities for current and future Taxes have been properly accrued and reflected in the Financial Statements or in the financial books and records of Target and the Target Subsidiaries. With respect to any period for which Tax Returns (defined below) have not yet been required to be filed or for which Taxes are not yet due and payable, each of Target and the Target Subsidiaries has only incurred liabilities for Taxes in the ordinary course of business and in a manner and at a level consistent with prior periods. All tax returns, reports, elections, estimates, declarations, remittances and filings (collectively, “Tax Returns”) required to be filed by Target and the Target Subsidiaries have been filed on a timely basis with all appropriate Government Authorities and all such Tax Returns are complete and accurate and no such filing contains a misstatement and no fact or facts have been omitted therefrom, in either case which would make any of such filings misleading except where the such misstatement or omission would not result in a Material Adverse Effect. No audit, investigation, examination or reassessment of any Tax Return of Target or any of the Target Subsidiaries is currently contemplated or threatened by a Government Authority, or in progress, and there are no audits, investigations, appeals or disputes outstanding with any Government Authority respecting any Taxes that have been paid, or may be payable, by Target or any of the Target Subsidiaries, other than in the case of certain non-material assessment disputes by Target in the aggregate amount of $100,000, which have been included in the Disclosed Information. Except as related to the HSR Act; import of certain mining equipment to Venezuela, there are no agreements, waivers or other arrangements with any Government Authority providing for an extension of time with respect to the filing of any Tax Return or the payment of any Tax by Target or any of the Target Subsidiaries, or for any assessment or reassessment of Taxes with respect to Target or any of the Target Subsidiaries; (n) Except as disclosed to Parent in the Disclosed Information prior to the date hereof, Target has not implemented any changes to the corporate structure of the Target Subsidiaries from that disclosed in its Annual Information Form for the year ended December 31, 2004 dated March 30, 2005; (o) The audited annual financial statements of Target for the year ended December 31, 2004 and the notes thereto and the unaudited interim financial statements of Target for the period ended September 30, 2005 (hcollectively, the “Financial Statements”) have been prepared in accordance with Canadian Generally Accepted Accounting Principles, consistently applied, and represent fairly the consolidated financial position of Target as at such dates, and do not omit to state any Acquiror Shares acquired pursuant material fact that is required by Canadian Generally Accepted Accounting Principles or by applicable law to this Agreement be stated or reflected therein or which is necessary to make the statements contained therein not misleading; (p) There are no material liabilities of Target whether direct, indirect, absolute, contingent or otherwise which are not disclosed or reflected in the Financial Statements except those incurred in the ordinary course of business since September 30, 2005 and there has been no Material Adverse Change since December 31, 2004 other than has been publicly disclosed prior to the date hereof; (q) Target’s public documents filed in accordance with applicable securities Laws (“Target’s Public Documents”) contain no untrue statement of a material fact and do not omit to state any material fact necessary to make the statements contained therein, in light of the circumstances under which made, not misleading. Without limiting the generality of the foregoing, Target’s announcements on July 15, 2005 and July 17, 2005 fully and accurately disclose the current financial arrangements between Target, Ministerio de Industrias Basicas y Mineria and CVG-Ferrominera del Orinoco CA in respect of the Choco 4 and Choco 10 concessions in Venezuela, there are no undisclosed or additional fees, payments or financial arrangements with any Person in connection with such agreement (except for a US$1.5 million agency fee, of which US$970,000 remains payable, disclosed to Parent) and Target has no reason to believe that the formal licence referred to in such announcements will not be acquired granted; (r) Except as disclosed in Target’s Public Documents filed prior to November 20, 2005, there are no change of control, acceleration, forfeiture or other similar provisions which would be triggered by the entering into of this Agreement or the completion of the Transactions contained in any contractual or regulatory provisions of any Governmental Authority including, without limitation, in any material licences, permits, claims, concessions or other properties of the Target and the Target Subsidiaries; (s) Each of Target and the Target Subsidiaries has good and valid title to all of its material properties and assets, including without limitation in respect of all interests, rights, claims, leases, concessions, permits or other property, mineral or proprietary interests in such properties, free and clear of any material claims or Encumbrances, other than as publicly disclosed by Target prior to November 20, 2005; (t) The cost to Target, on a consolidated basis, of all compensation arrangements, benefit arrangements, severance payments, payments under phantom share arrangements and all other payments and issuances to directors and officers of Target in connection with a view or which may result from the Transaction is accurately and completely set forth in Exhibit ”I” hereto. The aggregate fees payable by Target to its financial advisors are set out in Exhibit ”I” hereto except for the reasonable fees of financial advisors to the public distribution thereof independent committee that may be required to prepare a valuation under OSC Rule 61-501. Such fees and disbursements are to be paid at closing of the Arrangement; (u) Except as disclosed in Exhibit ”I”, there is no Person, firm or company acting or purporting to act at the request of Target, who is entitled to any brokerage or finder’s fee in connection with the transactions contemplated herein; (v) Target will and the Target Subsidiaries have no responsibility or obligation to pay any commission, royalty or similar payment to any person with respect to its property rights in respect of the properties in which they have an interest, other than as disclosed in Target’s Public Documents filed prior to November 20, 2005; (w) Except as disclosed to Parent in the Disclosed Information, any and all material agreements pursuant to which Target and each of the Target Subsidiaries holds any of its material assets are valid and subsisting agreements in full force and effect, enforceable in accordance with their respective terms, Target is not sell nor are any of the Target Subsidiaries in default of any of the material provisions of any such agreements including without limitation failure to fulfil any payment or otherwise dispose work obligation thereunder nor has any such default been alleged. Target is not aware of any material disputes with respect thereto and such shares assets are in violation good standing under the applicable statutes and regulations of applicable law the jurisdictions in which they are situated, all leases, licenses, concessions, patented and unpatented claims pursuant to which Target and the Target Subsidiaries derive their interest in such material assets are in good standing and there has been no material default under any such leases, licenses, concessions, patented and unpatented claims and all real or this Agreement.other property taxes required to be paid with respect to such assets to the date hereof have been paid; (x) The assets of Target and the Target Subsidiaries are insured

REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents and ---------------------------------------- warrants to Acquiror ACQUIROR that (a) Target is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (b) the execution and delivery of this Agreement by Target and consummation by Target of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Target and no other corporate proceedings on the part of Target are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by Target and constitutes a legal, valid and binding obligation of Target and, assuming this Agreement constitutes a legal, valid and binding obligation of AcquirorACQUIROR, is enforceable against Target in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; (d) except for any filings required under the HSR Act, Target has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise of the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued Target Shares for Acquiror ACQUIROR to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Target Shares or other securities which may be issuable pursuant to Section 9(a8(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable; (e) upon delivery of the Target Shares and any other securities to Acquiror ACQUIROR upon exercise of the Option, Acquiror ACQUIROR will acquire such Target Shares or other securities free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by AcquirorACQUIROR; (f) the execution and delivery of this Agreement by Target do not, and the performance of this Agreement by Target will not, (i) violate the Certificate of Incorporation or Bylaws of Target, (ii) conflict with or violate any order applicable to Target or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any property or assets of Target or any of its subsidiaries pursuant to, any contract or agreement to which Target or any of its subsidiaries is a party or by which Target or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Target; and (g) the execution and delivery of this Agreement by Target does not, and the performance of this Agreement by Target will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entity except pursuant to the HSR Act; and (h) any Acquiror Shares acquired pursuant to this Agreement will not be acquired by Target with a view to the public distribution thereof and Target will not sell or otherwise dispose of such shares in violation of applicable law or this Agreement.

REPRESENTATIONS AND WARRANTIES OF TARGET. The Target represents and ---------------------------------------- warrants to Acquiror that each of the Buyers, the Company and the SPAC that, each of the representations and warranties as set forth in Article III of the Business Combination Agreement, mutatis mutandis, as qualified by the disclosures set forth in the Target disclosure schedules to the Business Combination Agreement, are true and correct as of the Subscription Date (a) with such representations and warranties of the Target incorporated by reference herein, mutatis mutandis, solely for the purpose of the Target making such representations and warranties as of the Subscription Date). For the avoidance of doubt, the Target is a corporation duly organized, validly existing and in good standing under the laws not making any representations or warranties as of the State of Delaware and Closing Time pursuant to this Section 3B. Except as disclosed in the 8-K Filing (as defined below), the Target confirms that neither it nor any other Person acting on its behalf has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (b) the execution and delivery of this Agreement by Target and consummation by Target of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Target and no other corporate proceedings on the part of Target are necessary to authorize this Agreement or provided any of the transactions contemplated hereby; Buyers (cother than the Bridge Buyer) this Agreement has been duly executed and delivered by Target and or their agents or counsel with any information that constitutes a legalor could reasonably be expected to constitute material, valid and binding obligation of Target and, assuming this Agreement constitutes a legal, valid and binding obligation of Acquiror, is enforceable against Target in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting non-public information concerning the rights and remedies of creditors generally and general principles of equity; (d) except for any filings required under the HSR Act, Target has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise of the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued Target Shares for Acquiror to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Target Shares or other securities which may be issuable pursuant to Section 9(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable; (e) upon delivery of the Target Shares and any other securities to Acquiror upon exercise of the Option, Acquiror will acquire such Target Shares or other securities free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Acquiror; (f) the execution and delivery of this Agreement by Target do not, and the performance of this Agreement by Target will not, (i) violate the Certificate of Incorporation or Bylaws of Target, (ii) conflict with or violate any order applicable to Target or any of its subsidiaries (the “Target Subsidiaries”), other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents. The Target understands and confirms that each of the Buyers will rely on the foregoing representations in effecting transactions in securities of the Target. The investor presentation relating to the Business Combination attached hereto as Exhibit G does not as of the date hereof contain any untrue statement of a material fact or by omit to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or any of their property is bound were made. No event or affected circumstance has occurred or (iii) result in any breach of or constitute a default (or an event which information exists with notice or lapse of time or both would become a default) under, or give rise respect to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any property or assets of Target or any of its subsidiaries pursuant toTarget Subsidiaries or its or their business, properties, liabilities, prospects, operations (including results thereof) or financial conditions, which, under applicable law, rule or regulation, requires public disclosure at or before the date hereof or announcement by the Target but which has not been so publicly disclosed. The Target acknowledges and agrees that no Buyer makes or has made any contract representations or agreement warranties with respect to which the transactions contemplated hereby other than those specifically set forth in Section 2. The representations set forth in this paragraph shall be limited to information regarding the Target and not, for the avoidance of doubt, to information regarding the SPAC or its business, properties, liabilities, prospects, operations (including results thereof) or conditions (financial or otherwise); each Buyer agrees that no such information with respect to the SPAC has been provided to such Buyer by the Target or any of anyone acting on its subsidiaries is a party or by which Target or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Target; (g) the execution and delivery of this Agreement by Target does not, and the performance of this Agreement by Target will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entity except pursuant to the HSR Act; and (h) any Acquiror Shares acquired pursuant to this Agreement will not be acquired by Target with a view to the public distribution thereof and Target will not sell or otherwise dispose of such shares in violation of applicable law or this Agreementbehalf.

REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents does hereby represent and ---------------------------------------- warrants warrant to Acquiror Pubco with the intent that Pubco will rely thereon in entering into this Agreement and in closing the transactions contemplated hereby, that: D/EPM/762545.9 (a) Target is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware Delaware; (b) the authorized capital of Target consists of 1,000 Target Shares, of which 101 are issued and outstanding; (c) all of the issued and outstanding Target Shares are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights; (d) except as disclosed in this Agreement, no Target Shares are reserved for issuance; (e) all of the Stockholders are all of the Stockholders of Target; (f) except as contemplated by or disclosed in this Agreement, there are no outstanding or authorized securities, options, warrants, calls, rights, commitments, agreements, arrangements, convertible securities, rights to subscribe, conversion rights or other agreements, commitments or undertakings of any kind to which Target is a party or by which it is bound obligating Target to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of Target or obligating Target to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking, nor are there any outstanding stock option rights, phantom equity or similar rights, contracts, arrangements or commitments to issue capital stock of Target. There are no voting trusts or any other agreements or understandings with respect to the voting of Target’s capital stock; (g) each of the Stockholders holds the number of Target Shares set forth opposite his or her name in Section 5.1(a), above; (h) Target has the corporate power power, authority and authority to enter into this Agreement and capacity to carry out on its obligations hereunder; business as presently conducted by it; (bi) the execution and delivery of this Agreement by Target and consummation by Target the completion of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part Board of Target Directors of Target, and no other corporate proceedings on the part of Target are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by Target and constitutes a legal, valid and binding obligation of Target and, assuming this Agreement constitutes a legal, valid and binding obligation of Acquiror, is enforceable against Target in accordance with its terms, terms except as enforceability may be limited by bankruptcy and other laws of general application affecting the rights and remedies of creditors generally and general principles of equity; creditors; (dj) except for any filings required under the HSR Act, Target has taken is duly registered to carry on business in all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise of the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued Target Shares for Acquiror to exercise the Option jurisdictions in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Target Shares or other securities which may be issuable pursuant to Section 9(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable; (e) upon delivery of the Target Shares and any other securities to Acquiror upon exercise of the Option, Acquiror will acquire such Target Shares or other securities free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Acquiror; (f) the execution and delivery of this Agreement by Target do not, and the performance of this Agreement by Target will not, (i) violate the Certificate of Incorporation or Bylaws of Target, (ii) conflict with or violate any order applicable to Target or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any property or assets of Target or any of its subsidiaries pursuant to, any contract or agreement to which Target or any of its subsidiaries is a party or by which Target or any of its subsidiaries or any of their property is bound or affected, except, in carries on business except where the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which failure to so register would not, individually or in the aggregate, not have a Material Adverse Effect on Target; ; (gk) all alterations to the constating documents of Target since its incorporation have been duly effected in accordance with the laws of the State of Delaware; (l) the execution corporate records of Target, as required to be maintained by it under its statute of incorporation and delivery constating documents, are accurate, complete and up-to-date in all material respects and all material transactions of Target have been promptly D/EPM/762545.9 and properly recorded in its books or filed with its records; Target is not in default under or in violation of any provision of its Articles of Incorporation or Bylaws in any respect; (m) the directors and officers of Target at the date of this Agreement are as follows: ▇▇▇▇ ▇▇▇▇▇ Director, President, Vice President and Secretary ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Director ▇▇▇▇▇ ▇▇▇▇▇▇ Director ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Director (n) the corporate records of Target, as required to be maintained by it under its statute of incorporation and constating documents, are accurate, complete and up-to-date in all material respects and all material transactions of Target does not, have been promptly and the performance of this Agreement by Target will not, require any consent, approval, authorization properly recorded in its books or permit of, or filing with, or notification to, any Governmental Entity except pursuant to the HSR Act; and (h) any Acquiror Shares acquired pursuant to this Agreement will not be acquired by Target filed with a view to the public distribution thereof and Target will not sell or otherwise dispose of such shares in violation of applicable law or this Agreement.its records;