Common use of REPRESENTATIONS AND WARRANTIES OF THE TARGET Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE TARGET. The Target hereby represents and warrants to the Purchaser as of the date of this Agreement and as of the Closing Date (or, if such representations and warranties are made with respect to a specified date, as of such date): (a) Each of the Target Companies is duly organized and validly existing and in good standing under the laws of the jurisdiction in which it is formed, and has the requisite power and authority to own its properties and to carry on its business as now being conducted and as presently proposed to be conducted. Each of the Target Companies is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its or their ownership of property or the nature of the business conducted by it or them makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Target Material Adverse Effect. (b) The Target has the requisite power and authority to enter into and perform its obligations under the Merger Agreement, this Agreement and the other Transaction Documents. The execution and delivery of the Merger Agreement, this Agreement and the other Transaction Documents by the Target, and the consummation by the Target of the transactions contemplated hereby and thereby have been duly authorized by the Target’s board of directors or equivalent governing body, and no further filing, consent or authorization is required by the Target, its managers or its equity holders or other governing body. The Merger Agreement and this Agreement have been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Target, and each constitutes the legal, valid and binding obligations of the Target, enforceable against the Target in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. (c) Assuming the accuracy of the representations and warranties of the Purchaser set forth in Section 3.2 of this Agreement, the execution and delivery of this Agreement and the other Transaction Documents, the compliance by the Target with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Target pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or instrument to which the Target is a party or by which the Target is bound or to which any of the property or assets of the Target is subject, (ii) the Organizational Documents of the Target, or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Target or any of its properties that, in the case of clauses (i) and (iii), would reasonably be expected to have a Target Material Adverse Effect. (d) Assuming the accuracy of the representations and warranties of the parties to this Agreement, the Target Companies are not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance of this Agreement or the other Transaction Documents (including, without limitation, the issuance of the Securities), other than (i) filings required by (x) applicable state securities laws and (y) federal antitrust laws and (ii) those filings, the failure of which to obtain would not have a Company Material Adverse Effect.

REPRESENTATIONS AND WARRANTIES OF THE TARGET. The Target hereby represents and warrants to the Purchaser as and in favour of the date of this Agreement Acquiror and as of ASPI and acknowledges that the Closing Date (or, if Acquiror and ASPI are relying upon such representations and warranties are made in connection with respect to a specified dateentering into this Agreement and in concluding the transactions contemplated by this Agreement, as of such date):that: (a) Each of the Target Companies is a corporation duly organized and organized, validly existing and in good standing current and up-to-date with respect to all filings required under the laws of the its jurisdiction in which it is formed, of incorporation and has the requisite corporate power and authority to own or lease its properties property and assets and to carry on its business as now being owned and conducted and as presently proposed to be conducted. Each of the Target Companies has the corporate power to enter into this Agreement and perform its obligations hereunder; (b) the Target is duly qualified as a foreign entity to do business carry on business, and is in good standing in every each jurisdiction in which the character of its properties, owned or their ownership of property leased, or the nature of the business conducted by it or them its activities makes such qualification necessary, except ; (c) the authorized capital of the Target consists of an unlimited number of the Target Common Shares of which 2,362,197 of the Target Common Shares are issued and outstanding as at the date hereof to the extent that persons and in the failure to be so qualified or be in good standing would not reasonably be expected to have a Target Material Adverse Effect.amounts identified on Schedule G attached hereto; (bd) The stock options which entitle the holders thereof to acquire up to 553,600 Target has the requisite power and authority to enter into and perform its obligations under the Merger Agreement, this Agreement and the other Transaction Documents. The execution and delivery of the Merger Agreement, this Agreement and the other Transaction Documents by the Target, and the consummation Common Shares have been granted by the Target and are outstanding to the persons and in the amounts identified on Schedule D attached hereto; (e) no person, firm or corporation will have, immediately prior to the Closing Date, any agreement, warrant or option, or any right capable of becoming an agreement, warrant or option, for the purchase of any unissued shares in the capital of the transactions contemplated hereby Target or any securities convertible into such shares, except for the issuance of any securities on the exercise of options currently granted and thereby have been outstanding under any executive or employee stock option plan to the persons and in the amounts identified on Schedule D attached hereto; (f) subject to shareholder approval, the Target is duly authorized by the Target’s its board of directors or equivalent governing body, to execute and no further filing, consent or authorization is required by the Target, its managers or its equity holders or other governing body. The Merger deliver this Agreement and this Agreement have been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Target, and each constitutes the legal, valid and binding obligations of the Targetagreement, enforceable against the Target in accordance with its respective terms, terms except as such enforceability may be limited by laws of general principles application affecting the rights of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.; (cg) Assuming the accuracy Target does not have any specific information relating to the Target which is not generally known or which has not been disclosed to the Acquiror and ASPI and which if known could reasonably be expected to have a material adverse effect on the value of the representations and warranties Target; (h) the Target has not made any untrue statement to ASPI or the Acquiror nor has it failed to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being materially false or misleading in the circumstances in which it was made; (i) the Target is not aware of any infringement by it of any patent, trademark or copyright registered in the Purchaser set forth in Section 3.2 of this Agreement, United States or Canada; (j) the execution and delivery making of this Agreement and the other Transaction Documents, the compliance by the Target with all of the provisions hereof and thereof and the consummation completion of the transactions contemplated herein hereby and therein the performance of and compliance with the terms hereof does not and will not not: (i) conflict with or result in a breach of or violation of violate any of the terms terms, conditions, or provisions of the constating documents of the Target, (ii) conflict with or result in a breach of or violate any of the terms, conditions or provisions of any law, judgment, order, injunction, decree, regulation or ruling of any court or governmental authority, domestic or foreign, to which the Target is subject or constitute or result in a default under any agreement, contract or commitment to which the Target is a party, (iii) subject to obtaining any necessary consents of applicable regulatory authorities, give to any person any remedy, cause of action, right of termination, cancellation or acceleration in or with respect to any agreement, contract, or commitment to which the Target is a party, (iv) give to any government or governmental authority, including any governmental department, commission, bureau, board, or administrative agency any right of termination, cancellation, or suspension of, or constitute a default under, breach of or result in a default under any permit, license, control, or authority issued to any of the creation entities and which is necessary or desirable in connection with the conduct and operation of the business of the Target as currently conducted, (v) subject to obtaining any necessary consents of applicable regulatory authorities, constitute a default by the Target or an event which, with the giving of notice or lapse of time or both, might constitute an event of default or non-observance under any agreement, contract, indenture or other instrument relating to any indebtedness of the Target which would give any person the right to accelerate the maturity for the payment of any amount payable under that agreement, contract, indenture, or other instrument, or (vi) result in the imposition of any lienencumbrance, charge or encumbrance lien upon any of the Target's assets; (k) the Draft Target Financial Statements were prepared in accordance with United States generally accepted accounting principles applied on a basis consistent with prior reporting periods, are true and correct in every material respect and present fairly and accurately the financial condition and position of the Target as at the date thereof and the results of the operations of the Target for such applicable periods; (l) the Final Target Financial Statements will be prepared in accordance with United States generally accepted accounting principles applied on a basis consistent with prior reporting periods, will be true and correct in every material respect and will present fairly and accurately the financial condition and position of the Target as at the date thereof and the results of the operations of the Target for such applicable periods (m) all the accounts receivable of the Target reflected in the Draft Target Financial Statements represent valid obligations arising from sales actually made in the ordinary course of business and have been collected or are, to the best of the Target's knowledge, good and collectible in the aggregate recorded amounts thereof and can reasonably be anticipated to be paid in full, without set-off, within 90 days after the day on which the obligations first become due; (n) the Target's agreements for the purchase of computer software, computer hardware, telephone equipment and office furniture with Bell Intrigna are still in effect, valid, binding and enforcea▇▇▇; (o) on the Closing Date, the Target shall have no material financial liabilities or outstanding indebtedness, except as is disclosed in the Draft Target Financial Statements; (p) the Target has good and marketable title to all of its assets, and such assets are free and clear of any financial encumbrances not disclosed in the Draft Target Financial Statements and during the intervening period from the date of the Draft Target Financial Statements and the Closing Date, the Target has done no act or thing, nor has the Target suffered or permitted any act or omission, whereby its title to any of its assets may be cancelled or terminated; (q) other than approvals and filings required under applicable securities laws, no authorization, approval, order, license, permit or consent of any governmental authority, regulatory body or court, and no registration, declaration or filing by the Target with any such governmental authority, regulatory body or court is required in order for the Target to complete the contemplated purchase and sale, to duly perform and observe the terms and provisions of this Agreement, and to render this Agreement legal, valid, binding and enforceable in accordance with its terms; (r) there is no basis for and there are no actions, suits, judgments, investigations or proceedings outstanding or pending, or to the knowledge of the Target, threatened against or affecting the Target or any of its property or assets at law or in equity or before or by any court or federal, state, municipal or other governmental authority, department, commission, board, tribunal, bureau or agency; (s) the Target not has guaranteed, or agreed to guarantee, any indebtedness or other obligation of any person except as described in the Draft Target Financial Statements; (t) the corporate records of the Target, as required to be maintained by it under its respective statute of incorporation and constating documents, are accurate, complete and up-to-date in all material respects and all material transactions of the Target pursuant have been properly recorded in its books or filed with its records; (u) the Target holds all permits, licenses, consents and authorizations issued by any governmental authority which are necessary in connection with the operation of its business and the ownership of its assets; (v) the Target has filed all necessary tax returns and in all jurisdictions required to be filed by it, all returns affecting workers compensation with the terms appropriate agency, incorporation capital tax returns, if required, and any other material reports and information required to be filed it with any governmental authority and all such filings are true, complete and correct; (w) the Target has paid all taxes payable by it as when and due; the Target has withheld and remitted to tax collection authorities such taxes as are required by law to be withheld and remitted as and when due; the Target has paid all instalments of corporate taxes due and payable, and there is not presently outstanding nor does it expect to receive any notice of reassessment from any applicable tax collecting authority; (ix) the Target has not declared or paid any indenturedividends of any kind or declared or made any other distributions of any kind whatsoever including, mortgagewithout limitation, deed by way of trustredemption, loan agreementrepurchase or reduction of its authorized capital; (y) other than as has been disclosed to ASPI on Schedule H attached hereto, leasethe Target does not have outstanding any material contractual obligations whatsoever relating to or affecting the conduct of its business, license the Target's relationships with its material customers or instrument business partners or any of its assets or for the purchase, sale or leasing of any property other than those contracts entered into by the Target in the course of its normal and ordinary day-to-day business; (z) other than as has been disclosed to ASPI on Schedule H attached hereto, there are no management contracts or consulting contracts to which the Target is a party or by which it is bound, and save and except as disclosed in the Draft Target Financial Statements no amount is payable or has been agreed to be paid by it to any person as remuneration, pension, bonus, share of profits or other similar benefit and no director, officer or member, or former director, officer or member, of the Target, nor any associate or affiliate of any such person, has any claim of any nature against, or indebted to, the Target; (aa) except as has been disclosed to ASPI, there has been no material adverse change in financial condition and position of the Target is bound and no damage, loss, destruction or to which any of other change in circumstances materially affecting the prospects, business, property or assets of it or its right or capacity to carry on business since the date of the Draft Target Financial Statements; (bb) the Target has not incurred any obligation or liability, contingent or otherwise, for brokerage fees, finder's fees, agent's commission or other similar forms of compensation with respect to the transactions contemplated herein; and (cc) with the exception of Thomas Winters, Eric Clare and Bruce Francom, all sharehold▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇et: (i) ▇▇▇ ▇▇▇ "▇.▇. Persons" as such term is subjectdefined by Rule 902 of Regulation S under the U.S. Securities Act (the definition of which includes, but is not limited to, an individual resident in the U.S. and an estate or trust of which any executor or administrator or trust, respectively is a U.S. Person and any partnership or corporation organized or incorporated under the laws of the U.S.), (ii) were all outside the Organizational Documents U.S. when the shareholders of the Target, or Target approved of the Amalgamation pursuant to Subsection 4.1(f), (iii) any statute acknowledge and agree the Amalco Exchangeable Shares and ASPI Common Stock are not being acquired, directly or any judgmentindirectly, order, rule for the account or regulation benefit of any court a U.S. Person or governmental agency or body, domestic or foreign, having jurisdiction over the Target or any of its properties that, a person in the case of clauses (i) and (iii), would reasonably be expected to have a Target Material Adverse Effect.United States, (div) Assuming acknowledge and agree not to engage in hedging transactions with regard to the accuracy Amalco Exchangeable Shares and ASPI Common Stock prior to the expiration of the representations one (1) year distribution compliance period set forth in Rule 903(b)(3) of Regulation S under the U.S. Securities Act, and (v) acknowledge and warranties agree with ASPI that ASPI shall refuse to register any transfer of the parties Almaco Exchangeable Shares and ASPI Common Stock not made in accordance with the provisions of Regulation S, pursuant to this Agreement, registration under the Target Companies are not required to obtain any consent, waiver, authorization or order of, give any notice toU.S. Securities Act, or make any filing or pursuant to an available exemption from registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with under the execution, delivery and performance of this Agreement or the other Transaction Documents (including, without limitation, the issuance of the Securities), other than (i) filings required by (x) applicable state securities laws and (y) federal antitrust laws and (ii) those filings, the failure of which to obtain would not have a Company Material Adverse EffectU.S. Securities Act.

REPRESENTATIONS AND WARRANTIES OF THE TARGET. The Target hereby represents and warrants to the Purchaser as and in favour of the date of this Agreement Acquiror and as of ASPI and acknowledges that the Closing Date (or, if Acquiror and ASPI are relying upon such representations and warranties are made in connection with respect to a specified dateentering into this Agreement and in concluding the transactions contemplated by this Agreement, as of such date):that: (a) Each of the Target Companies is a corporation duly organized and organized, validly existing and in good standing current and up-to-date with respect to all filings required under the laws of the its jurisdiction in which it is formed, of incorporation and has the requisite corporate power and authority to own or lease its properties property and assets and to carry on its business as now being owned and conducted and as presently proposed to be conducted. Each of the Target Companies has the corporate power to enter into this Agreement and perform its obligations hereunder; (b) the Target is duly qualified as a foreign entity to do business carry on business, and is in good standing in every each jurisdiction in which the character of its properties, owned or their ownership of property leased, or the nature of the business conducted by it or them its activities makes such qualification necessary, except ; (c) the authorized capital of the Target consists of an unlimited number of the Target Common Shares of which 2,362,197 of the Target Common Shares are issued and outstanding as at the date hereof to the extent that persons and in the failure to be so qualified or be in good standing would not reasonably be expected to have a Target Material Adverse Effect.amounts identified on Schedule G attached hereto; (bd) The stock options which entitle the holders thereof to acquire up to 553,600 Target has the requisite power and authority to enter into and perform its obligations under the Merger Agreement, this Agreement and the other Transaction Documents. The execution and delivery of the Merger Agreement, this Agreement and the other Transaction Documents by the Target, and the consummation Common Shares have been granted by the Target and are outstanding to the persons and in the amounts identified on Schedule D attached hereto; (e) no person, firm or corporation will have, immediately prior to the Closing Date, any agreement, warrant or option, or any right capable of becoming an agreement, warrant or option, for the purchase of any unissued shares in the capital of the transactions contemplated hereby Target or any securities convertible into such shares, except for the issuance of any securities on the exercise of options currently granted and thereby have been outstanding under any executive or employee stock option plan to the persons and in the amounts identified on Schedule D attached hereto; (f) subject to shareholder approval, the Target is duly authorized by the Target’s its board of directors or equivalent governing body, to execute and no further filing, consent or authorization is required by the Target, its managers or its equity holders or other governing body. The Merger deliver this Agreement and this Agreement have been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Target, and each constitutes the legal, valid and binding obligations of the Targetagreement, enforceable against the Target in accordance with its respective terms, terms except as such enforceability may be limited by laws of general principles application affecting the rights of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.; (cg) Assuming the accuracy Target does not have any specific information relating to the Target which is not generally known or which has not been disclosed to the Acquiror and ASPI and which if known could reasonably be expected to have a material adverse effect on the value of the representations and warranties Target; (h) the Target has not made any untrue statement to ASPI or the Acquiror nor has it failed to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being materially false or misleading in the circumstances in which it was made; (i) the Target is not aware of any infringement by it of any patent, trademark or copyright registered in the Purchaser set forth in Section 3.2 of this Agreement, United States or Canada; (j) the execution and delivery making of this Agreement and the other Transaction Documents, the compliance by the Target with all of the provisions hereof and thereof and the consummation completion of the transactions contemplated herein hereby and therein the performance of and compliance with the terms hereof does not and will not not: (i) conflict with or result in a breach of or violation of violate any of the terms terms, conditions, or provisions of the constating documents of the Target, (ii) conflict with or result in a breach of or violate any of the terms, conditions or provisions of any law, judgment, order, injunction, decree, regulation or ruling of any court or governmental authority, domestic or foreign, to which the Target is subject or constitute or result in a default under any agreement, contract or commitment to which the Target is a party, (iii) subject to obtaining any necessary consents of applicable regulatory authorities, give to any person any remedy, cause of action, right of termination, cancellation or acceleration in or with respect to any agreement, contract, or commitment to which the Target is a party, (iv) give to any government or governmental authority, including any governmental department, commission, bureau, board, or administrative agency any right of termination, cancellation, or suspension of, or constitute a default under, breach of or result in a default under any permit, license, control, or authority issued to any of the creation entities and which is necessary or desirable in connection with the conduct and operation of the business of the Target as currently conducted, (v) subject to obtaining any necessary consents of applicable regulatory authorities, constitute a default by the Target or an event which, with the giving of notice or lapse of time or both, might constitute an event of default or non-observance under any agreement, contract, indenture or other instrument relating to any indebtedness of the Target which would give any person the right to accelerate the maturity for the payment of any amount payable under that agreement, contract, indenture, or other instrument, or (vi) result in the imposition of any lienencumbrance, charge or encumbrance lien upon any of the Target's assets; (k) the Draft Target Financial Statements were prepared in accordance with United States generally accepted accounting principles applied on a basis consistent with prior reporting periods, are true and correct in every material respect and present fairly and accurately the financial condition and position of the Target as at the date thereof and the results of the operations of the Target for such applicable periods; (l) the Final Target Financial Statements will be prepared in accordance with United States generally accepted accounting principles applied on a basis consistent with prior reporting periods, will be true and correct in every material respect and will present fairly and accurately the financial condition and position of the Target as at the date thereof and the results of the operations of the Target for such applicable periods (m) all the accounts receivable of the Target reflected in the Draft Target Financial Statements represent valid obligations arising from sales actually made in the ordinary course of business and have been collected or are, to the best of the Target's knowledge, good and collectible in the aggregate recorded amounts thereof and can reasonably be anticipated to be paid in full, without set-off, within 90 days after the day on which the obligations first become due; (n) the Target's agreements for the purchase of computer software, computer hardware, telephone equipment and office furniture with Bell Intrigna are still in effect, valid, binding and enforc▇▇▇▇e; (o) on the Closing Date, the Target shall have no material financial liabilities or outstanding indebtedness, except as is disclosed in the Draft Target Financial Statements; (p) the Target has good and marketable title to all of its assets, and such assets are free and clear of any financial encumbrances not disclosed in the Draft Target Financial Statements and during the intervening period from the date of the Draft Target Financial Statements and the Closing Date, the Target has done no act or thing, nor has the Target suffered or permitted any act or omission, whereby its title to any of its assets may be cancelled or terminated; (q) other than approvals and filings required under applicable securities laws, no authorization, approval, order, license, permit or consent of any governmental authority, regulatory body or court, and no registration, declaration or filing by the Target with any such governmental authority, regulatory body or court is required in order for the Target to complete the contemplated purchase and sale, to duly perform and observe the terms and provisions of this Agreement, and to render this Agreement legal, valid, binding and enforceable in accordance with its terms; (r) there is no basis for and there are no actions, suits, judgments, investigations or proceedings outstanding or pending, or to the knowledge of the Target, threatened against or affecting the Target or any of its property or assets at law or in equity or before or by any court or federal, state, municipal or other governmental authority, department, commission, board, tribunal, bureau or agency; (s) the Target not has guaranteed, or agreed to guarantee, any indebtedness or other obligation of any person except as described in the Draft Target Financial Statements; (t) the corporate records of the Target, as required to be maintained by it under its respective statute of incorporation and constating documents, are accurate, complete and up-to-date in all material respects and all material transactions of the Target pursuant have been properly recorded in its books or filed with its records; (u) the Target holds all permits, licenses, consents and authorizations issued by any governmental authority which are necessary in connection with the operation of its business and the ownership of its assets; (v) the Target has filed all necessary tax returns and in all jurisdictions required to be filed by it, all returns affecting workers compensation with the terms appropriate agency, incorporation capital tax returns, if required, and any other material reports and information required to be filed it with any governmental authority and all such filings are true, complete and correct; (w) the Target has paid all taxes payable by it as when and due; the Target has withheld and remitted to tax collection authorities such taxes as are required by law to be withheld and remitted as and when due; the Target has paid all instalments of corporate taxes due and payable, and there is not presently outstanding nor does it expect to receive any notice of reassessment from any applicable tax collecting authority; (ix) the Target has not declared or paid any indenturedividends of any kind or declared or made any other distributions of any kind whatsoever including, mortgagewithout limitation, deed by way of trustredemption, loan agreementrepurchase or reduction of its authorized capital; (y) other than as has been disclosed to ASPI on Schedule H attached hereto, leasethe Target does not have outstanding any material contractual obligations whatsoever relating to or affecting the conduct of its business, license the Target's relationships with its material customers or instrument business partners or any of its assets or for the purchase, sale or leasing of any property other than those contracts entered into by the Target in the course of its normal and ordinary day-to-day business; (z) other than as has been disclosed to ASPI on Schedule H attached hereto, there are no management contracts or consulting contracts to which the Target is a party or by which it is bound, and save and except as disclosed in the Draft Target Financial Statements no amount is payable or has been agreed to be paid by it to any person as remuneration, pension, bonus, share of profits or other similar benefit and no director, officer or member, or former director, officer or member, of the Target, nor any associate or affiliate of any such person, has any claim of any nature against, or indebted to, the Target; (aa) except as has been disclosed to ASPI, there has been no material adverse change in financial condition and position of the Target is bound and no damage, loss, destruction or to which any of other change in circumstances materially affecting the prospects, business, property or assets of it or its right or capacity to carry on business since the date of the Draft Target Financial Statements; (bb) the Target has not incurred any obligation or liability, contingent or otherwise, for brokerage fees, finder's fees, agent's commission or other similar forms of compensation with respect to the transactions contemplated herein; and (cc) with the exception of Thomas Winters, Eric Clare and Bruce Francom, all shareho▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇rge▇: (▇) ▇▇▇ ▇▇▇ "▇.S. Persons" as such term is subjectdefined by Rule 902 of Regulation S under the U.S. Securities Act (the definition of which includes, but is not limited to, an individual resident in the U.S. and an estate or trust of which any executor or administrator or trust, respectively is a U.S. Person and any partnership or corporation organized or incorporated under the laws of the U.S.), (ii) were all outside the Organizational Documents U.S. when the shareholders of the Target, or Target approved of the Amalgamation pursuant to Subsection 4.1(f), (iii) any statute acknowledge and agree the Amalco Exchangeable Shares and ASPI Common Stock are not being acquired, directly or any judgmentindirectly, order, rule for the account or regulation benefit of any court a U.S. Person or governmental agency or body, domestic or foreign, having jurisdiction over the Target or any of its properties that, a person in the case of clauses (i) and (iii), would reasonably be expected to have a Target Material Adverse Effect.United States, (div) Assuming acknowledge and agree not to engage in hedging transactions with regard to the accuracy Amalco Exchangeable Shares and ASPI Common Stock prior to the expiration of the representations one (1) year distribution compliance period set forth in Rule 903(b)(3) of Regulation S under the U.S. Securities Act, and (v) acknowledge and warranties agree with ASPI that ASPI shall refuse to register any transfer of the parties Almaco Exchangeable Shares and ASPI Common Stock not made in accordance with the provisions of Regulation S, pursuant to this Agreement, registration under the Target Companies are not required to obtain any consent, waiver, authorization or order of, give any notice toU.S. Securities Act, or make any filing or pursuant to an available exemption from registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with under the execution, delivery and performance of this Agreement or the other Transaction Documents (including, without limitation, the issuance of the Securities), other than (i) filings required by (x) applicable state securities laws and (y) federal antitrust laws and (ii) those filings, the failure of which to obtain would not have a Company Material Adverse EffectU.S. Securities Act.

REPRESENTATIONS AND WARRANTIES OF THE TARGET. The Target hereby represents makes (x) each of the following representations and warrants warranties and (y) each of the representations and warranties of the Target set forth in the Business Combination Agreement (as if such representations and warranties were initially made to the each Purchaser and set forth in this Agreement in their entirety, mutatis mutandis), in each case, as of the date of this Agreement and as of the Closing Date (or, if such representations and warranties are made with respect to a specified date, as of such date): (a) Each of the Target Companies is duly organized and validly existing and in good standing under the laws of the jurisdiction in which it is formed, and has the requisite power and authority to own its properties and to carry on its business as now being conducted and as presently proposed to be conducted. Each of the Target Companies is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its or their ownership of property or the nature of the business conducted by it or them makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Target Material Adverse Effect. (b) The Target has the requisite power and authority to enter into and perform its obligations under the Merger Business Combination Agreement, this Agreement and the other Transaction Documents. The execution and delivery of the Merger Business Combination Agreement, this Agreement and the other Transaction Documents by the Target, and the consummation by the Target of the transactions contemplated hereby and thereby have been duly authorized by the Target’s board of directors or equivalent governing body, and no further filing, consent or authorization is required by the Target, its managers board of directors or its equity holders or other governing body. The Merger Business Combination Agreement and this Agreement have been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Target, and each constitutes the legal, valid and binding obligations of the Target, enforceable against the Target in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. (c) Assuming the accuracy The execution, delivery and performance of the representations and warranties of the Purchaser set forth in Section 3.2 of this Agreement, the execution and delivery of this Agreement and the other Transaction Documents, the compliance Documents by the Target with all of the provisions hereof and thereof and the consummation by the Target of the transactions contemplated herein hereby and therein thereby will not conflict with or (i) result in a breach or violation of the Organizational Documents of any of the terms Target Companies, or provisions ofany capital stock or other securities of the Target Companies, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or result in the creation give to others any rights of termination, amendment, acceleration or imposition of cancellation of, any lien, charge or encumbrance upon any of the property or assets of the Target pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license indenture or instrument to which the Target is a party or by which the Target is bound or to which any of the property or assets of the Target Companies is subject, (ii) the Organizational Documents of the Targeta party, or (iii) result in a violation of any statute or any judgmentlaw, rule, regulation, order, rule judgment or regulation decree (including, without limitation, foreign, federal and state securities laws and regulations) applicable to any of the Target Companies or by which any property or asset of any court or governmental agency or body, domestic or foreign, having jurisdiction over of the Target Companies is bound or any of its properties that, in the case of clauses (i) and (iii), would reasonably be expected to have a Target Material Adverse Effectaffected. (d) Assuming the accuracy of the representations and warranties of the parties to this Agreement, the The Target Companies are is not required to obtain any consent, waiverconsent from, authorization or order of, give any notice to, or make any filing or registration with, with any court Governmental Entity or other federal, state, local any regulatory or other governmental authority, self-regulatory organization agency or any other person Person in connection order for it to execute, deliver or perform any of its respective obligations under or contemplated by the Transaction Documents, in each case, in accordance with the executionterms hereof or thereof. All consents, delivery authorizations, orders, filings and performance registrations which the Target is required to obtain pursuant to the preceding sentence have been or will be obtained or effected on or prior to the Closing Date, and the Target is not aware of this Agreement any facts or circumstances which might prevent the other Transaction Documents (including, without limitation, the issuance Target from obtaining or effecting any of the Securities)registration, other than (i) application or filings required contemplated by (x) applicable state securities laws and (y) federal antitrust laws and (ii) those filings, the failure of which to obtain would not have a Company Material Adverse EffectTransaction Documents.

REPRESENTATIONS AND WARRANTIES OF THE TARGET. The Except as set forth in any SEC Reports filed by the Company or other documents submitted or furnished to the SEC by the Company on or prior to the date hereof, or on or prior to the Closing Date, as applicable, and provided that no representation or warranty by the Target hereby shall apply to any statement or information in the SEC Reports that relates to changes to historical accounting policies of the Target in connection with any order, directive, guideline, comment or recommendation from the Commission or the Target’s auditor or accountant that is applicable to the Target (collectively, the “Target SEC Guidance”), nor shall any correction, amendment, revision or restatement of the Target’s financial statements due wholly or in part to the Target SEC Guidance or any other accounting matters, nor any other effects that relate to or arise out of, or are in connection with or in response to, any of the foregoing or any changes in accounting or disclosure related thereto, be deemed to be a breach of any representation or warranty by the Target, the Target represents and warrants to the Purchaser Purchaser, as of the date of this Agreement and as of the Closing Date (or, if such representations and warranties are made with respect to a specified date, as of such date): (a) Each of the Target Companies is duly organized and validly existing and in good standing under the laws of the jurisdiction in which it is formed, and has the requisite power and authority to own its properties and to carry on its business as now being conducted and as presently proposed to be conducted. Each of the Target Companies is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its or their ownership of property or the nature of the business conducted by it or them makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Target Material Adverse Effect. (b) The Target has the requisite power and authority to enter into and perform its obligations under the Merger Business Combination Agreement, this Agreement and the other Transaction Documents. The execution and delivery of the Merger Business Combination Agreement, this Agreement and the other Transaction Documents by the Target, and the consummation by the Target of the transactions contemplated hereby and thereby have been duly authorized by the Target’s board of directors or equivalent governing body, and no further filing, consent or authorization is required by the Target, its managers or its equity holders or other governing body. The Merger Business Combination Agreement and this Agreement have been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Target, and each constitutes the legal, valid and binding obligations of the Target, enforceable against the Target in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. (c) Assuming the accuracy of the representations and warranties of the Purchaser set forth in Section 3.2 of this Agreement, the execution and delivery of this Agreement and the other Transaction Documents, the compliance by the Target with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Target pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or instrument to which the Target is a party or by which the Target is bound or to which any of the property or assets of the Target is subject, (ii) the Organizational Documents of the Target, or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Target or any of its properties that, in the case of clauses (i) and (iii), would reasonably be expected to have a Target Material Adverse Effect. (d) Assuming the accuracy of the representations and warranties of the parties to this Agreement, the Target Companies are not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance of this Agreement or the other Transaction Documents (including, without limitation, the issuance of the Securities), other than (i) filings required by (x) applicable state securities laws and (y) federal antitrust laws and (ii) those filings, the failure of which to obtain would not have a Company Material Adverse Effect.

REPRESENTATIONS AND WARRANTIES OF THE TARGET. The Target hereby represents and warrants to the Purchaser as of the date of this Agreement and as of the Closing Date (or, if such representations and warranties are made with respect to a specified date, as of such date):Purchaser: (a) Each The Target and each of the Target Companies is its subsidiaries are duly organized and validly existing and in good standing under the laws of the jurisdiction in which it such entity is formed, and has have the requisite power and authority to own its such entity’s properties and to carry on its business as now being conducted and as presently proposed to be conducted. Each The Target and each of the Target Companies is its subsidiaries are duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its or their such entity’s ownership of property or the nature of the business conducted by it or them makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not not, individually or in the aggregate, reasonably be expected to have a Target Material Adverse Effect. (b) The Target has the requisite power and authority to enter into and perform its obligations under the Merger Business Combination Agreement, this Agreement and the other Transaction Documents. The execution and delivery of the Merger Business Combination Agreement, this Agreement and the other Transaction Documents by the Target, and the consummation by the Target of the transactions contemplated hereby and thereby have been duly authorized by the Target’s board of directors or equivalent governing body, and no further filing, consent or authorization is required by the Target, its managers or its equity holders or other governing bodybody (other than the filing of the Certificate of Merger with the Secretary of State of the State of Delaware). The Merger Business Combination Agreement and this Agreement have been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Target, and each constitutes the legal, valid and binding obligations of the Target, enforceable Enforceable against the Target in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. (c) Assuming the accuracy of the representations and warranties of the Purchaser set forth in Section 3.2 of this Agreement, the execution and delivery of this Agreement and the other Transaction Documents, the compliance by the Target with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Target pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or instrument to which the Target is a party or by which the Target is bound or to which any of the property or assets of the Target is subject, (ii) the Organizational Documents of the Target, or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Target or any of its properties that, in the case of clauses (i) and (iii), would reasonably be expected to have a Target Material Adverse Effect. (d) Assuming the accuracy of the representations and warranties of the parties to this Agreement, the Target Companies are is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance of this Agreement or the other Transaction Documents (including, without limitation, the issuance of the Securities), other than (i) filings required by (x) applicable state securities laws and (y) federal antitrust laws and (ii) those filings, the failure of which to obtain would not have a Company Target Material Adverse Effect. (e) All income and other material Tax Returns required to be filed by Target have been timely filed pursuant to applicable Laws. Target has timely paid all income and other material amounts of Taxes due and payable by it (whether or not shown as due and payable on any Tax Return). For U.S. federal (and applicable state or local) income Tax purposes, Target expects to treat (and, if applicable, expects to cause its affiliates to treat) applicable portions of the Business Combination as set forth in Section 7.1(a) of the Business Combination Agreement. (f) The information and materials previously provided by or on behalf of the Target to the Purchaser (if any) in connection with the offer and sale of the Securities, have been prepared in a good faith effort by the Target to describe the Target’s present and proposed products. The Target acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2. Notwithstanding the foregoing, the Target makes no representation, warranty or covenant with respect to any information supplied by or on behalf of Pubco, the Company, the Purchaser or its or their respective Affiliates.