Common use of Warranties and Representations Clause in Contracts

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes and warrants to the Licensee that: - (a) the Licensor is the owner of the entire right, title and interest in and to the Licensed Patent and has the right to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor Executive hereby represents, undertakes represents and warrants to the Licensee Corporation that: -: (a) Executive acknowledges and agrees that Executive considers the Licensor restrictions set forth in Sections 6 and 7 to be reasonable both individually and in the aggregate, and that the duration, geographic scope, extent and application of each of such restrictions are no greater than is necessary for the protection of the Corporation’s legitimate interests. It is the owner desire and intent of Executive and the entire right, title Corporation that the provisions of Sections 6 and interest in and 7 shall be enforced to the Licensed Patent fullest extent possible under the laws and has public policies applied in each jurisdiction in which enforcement is sought. The Corporation and Executive further agree that if any particular provision or portion of Sections 6 and 7 shall be adjudicated to be invalid or unenforceable, such adjudication shall apply only with respect to the right operation of such provision in the particular jurisdiction in which such adjudication is made. The Corporation and Executive further agree that in the event that any restriction herein shall be found to be void or unenforceable but would be valid or enforceable if some part or parts thereof were deleted or the period or area of application reduced, such restriction shall apply with such modification as may be necessary to make it valid, and Executive and the Corporation empower a court of competent jurisdiction to modify, reduce or otherwise reform such provision(s) in such fashion as to carry out the parties’ intent to grant licenses hereunder;the Corporation the maximum allowable protection consistent with the applicable law and facts. (b) In the Licensor has not knowingly granted and will not knowingly grant licenses event a court of competent jurisdiction or other rights tribunal or person(s) mutually selected by the parties to resolve any dispute (collectively a “Court”) has determined that Executive has violated the Licensed Patent that are in conflict with the terms and conditions in provisions of this Agreement, Applicable Laws and/or the running of the time period of such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this provisions so violated shall be without derogation to the right automatically suspended as of the Licensor to use date of such violation and shall be extended for the Licensed Patent for its own use;period of time from the date such violation commenced through the date that the Court determines that such violation has permanently ceased. (c) Executive is not now under any obligation of a contractual or quasi-contractual nature known to Executive that is inconsistent or in conflict with this Agreement or that would prevent, limit or impair the Licensor performance by Executive of Executive’s obligations hereunder; and (d) Executive has been or has had the power opportunity to be represented by legal counsel in the preparation, negotiation, execution and authority to execute, deliver delivery of this Agreement and perform understands fully the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreementhereof. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor hereby representsFor each Account which Dealer lists on any Schedule, undertakes Dealer warrants and warrants represents to the Licensee thatDFS that at all times: - (a) the Licensor such Account is the owner of the entire right, title and interest in and to the Licensed Patent and has the right to grant licenses hereunder; genuine; (b) the Licensor has such Account is not knowingly granted and will not knowingly grant licenses evidenced by a judgment or other rights to the Licensed Patent that are promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed in conflict accordance with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power invoices and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; purchase orders relating thereto; (d) all necessary action has the goods sold or services rendered which resulted in the creation of such Account have been taken delivered or rendered to authorise its execution, delivery and performance of this Agreement; accepted by the obligor; (e) this Agreement constitutes the legalamounts shown on the Schedules, valid Dealer's books and binding obligations of the Licensor enforceable against him in accordance records and all invoices and statements delivered to DFS with its termsrespect thereto are owing to Dealer and are not contingent; and (f) no litigation, arbitration, tax claim, dispute payments have been or administrative proceedings is presently subsisting or pending or, will be made thereon except payments turned over to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this AgreementDFS; and (g) the Licensor there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not and will not enter into made any agreement with any obligor for any deduction or understanding, oral discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment; (h) there are no facts or written, and will not do anything, events which would in any way be inconsistent impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's books and records and the invoices and statements delivered to DFS with this Agreement. 5.2 The Licensor acknowledges and agrees that respect thereto; (i) all persons acting on behalf of obligors thereon have the Licensee has entered into this Agreement in reliance upon, inter alia, authority to bind the representations and warranties set out in this Clause and breach of obligor; (j) the terms of this Clause shall be considered as material breach. 5.3 Without prejudice goods sold or transferred giving rise thereto are not subject to any other rights lien, claim, encumbrance or remedies security interest which is superior to that of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee DFS; and (k) there are no proceedings or actions known to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) Dealer which are threatened or pending against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees any obligor thereon which might result in consequence of any breach of the above warranties by the Licensormaterial adverse change in such obligor's financial condition.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes Merchant warrants and warrants represents to the Licensee thatGlobal Direct and Member: - (a) that each sales transaction delivered hereunder will represent a bona fide sale to a cardholder by Merchant for the Licensor is amount shown on the owner sales slip as the total sale and constitutes the binding obligation of the entire rightcardholder, title and interest in and to the Licensed Patent and has the right to grant licenses hereunder; free from any claim, demand, defense, setoff or other adverse claim whatsoever; (b) that each sales slip or other evidence of indebtedness will accurately describe the Licensor goods and services which have been sold and delivered to the cardholder or in accordance with his instructions; (c) that Merchant will comply fully with all federal, state and local laws, rules and regulations applicable to its business; (d) that Merchant will fulfill completely all of its obligations to the cardholder and will resolve any customer dispute or complaint directly with the cardholder; (e) that the signature on the sales slip will be genuine and authorized by cardholder and not forged or unauthorized; (f) that the sales transaction shall have been consummated and the sales slip prepared in full compliance with the provisions of the Card Acceptance Guide and the operating regulations and rules of the applicable card association or network organization, as amended from time to time; (g) provided that Merchant has not knowingly granted indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, that none of the sales transactions submitted hereunder represent sales by telephone, or mail, or Internet, or where the card is not physically present at the Merchant’s location and swiped through Merchant’s terminal, unless Merchant is specifically authorized in writing by Global Direct to submit such sales slips for purchase, (h) to the extent Merchant has indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, Merchant shall not submit such a transaction to Global Direct and Member for processing until the goods and/or services are shipped or performed, as applicable, unless otherwise permitted by the card associations or network organizations, (i) that none of the sales transactions submitted hereunder for purchase represent sales to any principal, partner, proprietor, or owner of Merchant, (j) that, without limiting the generality of the foregoing, each sales transaction submitted hereunder and the handling, retention, and storage of information related thereto, will not knowingly grant licenses comply with the rules and regulations of Visa, MasterCard, Discover and any other card association or network organization related to cardholder and transaction information security, including without limitation Payment Card Industry (PCI) Data Security Standards, Visa’s Cardholder Information Security Program and MasterCard’s Site Data Protection Program, and (k) that all of the information contained in this Card Services Agreement (including the Merchant Application) is true and correct. In the event that any of the foregoing warranties or representations is breached, the affected sales slips or other rights indebtedness may be refused, or prior acceptance revoked and charged back to the Licensed Patent Merchant. Furthermore, if Merchant submits for purchase hereunder a sales transaction that are in conflict with is not the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance result of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation a sale of Merchant’s goods or services offered to the right general public or if Merchant submits any sales transactions for purchase hereunder which represents a sale to any principal, partner, proprietor, or owner of the Licensor Merchant, such sales transaction may be refused or charged back. Merchant must notify Global Direct if Merchant elects to use the Licensed Patent terminal service of American Express, Novus, or any other third-party provider. If Merchant elects to use a third-party terminal provider, that provider becomes Merchant’s agent for its own use; (c) the Licensor has delivery of card transactions to Global Direct via the power applicable card-processing network. Merchant agrees to assume full responsibility and authority liability for any failure of such agent to execute, deliver comply with the operating regulations and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations rules of the Licensor enforceable against him in accordance with its terms; and (f) no litigationapplicable card association or network organization, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into including without limitation any agreement or understanding, oral or written, and will not do anythingviolation, which would results in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and a chargeback to the Merchant. Merchant also agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, obligation hereunder to reimburse the representations and warranties set out in this Clause and breach Merchant for the value of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice card transactions captured by an agent is limited to any other rights or remedies the value of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee transactions (“Indemnitees”less applicable fees) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained received by the Indemnitees in consequence of any breach of card-processing network from the above warranties by the Licensoragent. NEITHER MEMBER, NOR GLOBAL DIRECT, NOR ANY SUPPLIER MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY TERMINAL, ANY EQUIPMENT FURNISHED IN CONNECTION THEREWITH, OR ANY OF THE SERVICES FURNISHED HEREUNDER.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes Merchant warrants and warrants represents to the Licensee thatGlobal Direct and Member: - (a) that each sales transaction delivered hereunder will represent a bona fide sale to a cardholder by Merchant for the Licensor is amount shown on the owner sales slip as the total sale and constitutes the binding obligation of the entire rightcardholder, title and interest in and to the Licensed Patent and has the right to grant licenses hereunder; free from any claim, demand, defense, setoff or other adverse claim whatsoever; (b) that each sales slip or other evidence of indebtedness will accurately describe the Licensor goods and services which have been sold and delivered to the cardholder or in accordance with his instructions; (c) that Merchant will comply fully with all federal, state and local laws, rules and regulations applicable to its business; (d) that Merchant will fulfill completely all of its obligations to the cardholder and will resolve any customer dispute or complaint directly with the cardholder; (e) that the signature on the sales slip will be genuine and authorized by cardholder and not forged or unauthorized; (f) that the sales transaction shall have been consummated and the sales slip prepared in full compliance with the provisions of the Card Acceptance Guide and the operating regulations and rules of the applicable card association or network organization, as amended from time to time; (g) provided that Merchant has not knowingly granted indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, that none of the sales transactions submitted hereunder represent sales by telephone, or mail, or Internet, or where the card is not physically present at the Merchant’s location and swiped through Merchant’s terminal, unless Merchant is specifically authorized in writing by Global Direct to submit such sales slips for purchase, (h) to the extent Merchant has indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, Merchant shall not submit such a transaction to Global Direct and Member for processing until the goods and/or services are shipped or performed, as applicable, unless otherwise permitted by the card associations or network organizations, (i) that none of the sales transactions submitted hereunder for purchase represent sales to any principal, partner, proprietor, or owner of Merchant, (j) that, without limiting the generality of the foregoing, each sales transaction submitted hereunder and the handling, retention, and storage of information related thereto, will not knowingly grant licenses comply with the rules and regulations of Visa, MasterCard, Discover and any other card association or network organization related to cardholder and transaction information security, including without limitation Payment Card Industry (PCI) Data Security Standards, Visa’s Cardholder Information Security Program and MasterCard’s Site Data Protection Program, and (k) that all of the information contained in this Card Services Agreement (including the Merchant Application) is true and correct. In the event that any of the foregoing warranties or representations is breached, the affected sales slips or other rights indebtedness may be refused, or prior acceptance revoked and charged back to the Licensed Patent Merchant. Furthermore, if Merchant submits for purchase hereunder a sales transaction that are in conflict with is not the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance result of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation a sale of Merchant’s goods or services offered to the right general public or if Merchant submits any sales transactions for purchase hereunder which represents a sale to any principal, partner, proprietor, or owner of the Licensor Merchant, such sales transaction may be refused or charged back. Merchant must notify Global Direct if Merchant elects to use the Licensed Patent terminal service of American Express, Novus, or any other third-party provider. If Merchant elects to use a third-party terminal provider, that provider becomes Merchant’s agent for its own use; (c) the Licensor has delivery of card transactions to Global Direct via the power applicable card-processing network. Merchant agrees to assume full responsibility and authority liability for any failure of such agent to execute, deliver comply with the operating regulations and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations rules of the Licensor enforceable against him in accordance with its terms; and (f) no litigationapplicable card association or network organization, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into including without limitation any agreement or understanding, oral or written, and will not do anythingviolation, which would results in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and a chargeback to the Merchant. Merchant also agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, obligation hereunder to reimburse the representations and warranties set out in this Clause and breach Merchant for the value of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice card transactions captured by an agent is limited to any other rights or remedies the value of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee transactions (“Indemnitees”less applicable fees) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained received by the Indemnitees in consequence of any breach of card-processing network from the above warranties by the Licensoragent. NEITHER MEMBER, NOR GLOBAL DIRECT, NOR ANYONE ACTING ON MEMBER OR GLOBAL DIRECT’S BEHALF, NOR ANY SUPPLIER MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY TERMINAL, ANY EQUIPMENT FURNISHED IN CONNECTION THEREWITH, OR ANY OF THE SERVICES FURNISHED HEREUNDER.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes SERVICE PROVIDER warrants and warrants to the Licensee represents that: - (a) the Licensor it has full capacity and authority and all necessary consents to enter into and to perform this Contract and that this Contract is the owner executed by a duly authorised representative of the entire rightSERVICE PROVIDER; this Contract shall be performed in compliance with all applicable laws, title enactments, orders, regulations and interest other similar instruments as amended from time to time; the Ordered Services shall be provided and carried out by appropriately experienced, qualified and trained personnel with all due skill, care and diligence; it shall discharge its obligations hereunder with all due skill, care and diligence including good industry practice and (without limiting the generality of this Clause 12) in and to the Licensed Patent and accordance with its own established internal procedures; it owns, has the right to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses obtained or other rights to the Licensed Patent shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered Services by the CLIENT; it has taken and shall continue to take all steps, in conflict accordance with good industry practice, to prevent the introduction, creation or propagation of any disruptive element (including any virus, worm and/or trojan horse) onto the Ordered Service and into systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CLIENT; it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered Services in accordance with good industry practice; it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered Services; and this Contract is established on the terms and conditions of the Model Contract for legal services without amendment thereto save for the necessary information to complete that Model Contract as specified in the Order placed by the CLIENT. In the event and to the extent only of any conflicts between this Contract and the Model Contract for legal services, the Model Contract for legal services shall prevail over this Contract. The SERVICE PROVIDER acknowledges that any breach of the warranties in Clause 12.1 shall be remedied as a matter of urgency at no cost to the CLIENT. Except as expressly stated in this AgreementContract, Applicable Laws and/or such other agreements entered all warranties and conditions, whether express or implied by the Licensor. For the avoidance of doubtstatute, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation common law or otherwise (including fitness for purpose) are hereby excluded to the right of extent permitted by law. Both the Licensor CLIENT and the SERVICE PROVIDER warrants to use the Licensed Patent for its own use; (c) other that it has undertaken all requisite corporate and other action to approve the Licensor has the power and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery entering into and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this AgreementContract. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor hereby representsGoods shall be guaranteed by the Contractor for the period of 12 months from the putting into service of the Goods, undertakes and warrants or 18 months from the delivery of the Goods, whichever shall be shorter (the “Warranty Period”). 5.2 If at any time before the date falling 60 days after the end of the Warranty Period the Purchaser gives notice in writing to the Licensee that: - (a) the Licensor is the owner Contractor of any defect in any of the entire rightGoods arising during the Warranty Period under proper and normal use of the Goods, title and interest in and the Contractor shall, without delay, remedy such defects without cost to the Licensed Patent and has Purchaser. The Purchaser may elect whether the right to grant licenses hereunder;defect should be remedied by repair or replacement. (b) 5.3 The rights of the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this Purchaser under Clause 5.2 shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or and remedies of the Licensee under this AgreementPurchaser. 5.4 For the purposes of Clause 4.1, Goods repaired or replaced pursuant to Clause 4.2 shall be deemed to be delivered and put into service on the date of repair or replacement, and accordingly shall be guaranteed for a further Warranty Period. 5.5 The Contractor warrants and represents that: 5.5.1 the Contractor has full capacity and all necessary consents (including but not limited to, where its procedures so require, the Licensor hereby covenants consent of its Parent Company) to enter into and to perform the Contract; 5.5.2 to the best of its knowledge there is no inhibition, restriction or prohibition which in any way affects the capacity of the Contractor to enter into and perform the Contract; 5.5.3 the Contractor shall discharge its obligations under the Contract in accordance with Good Industry Practice; 5.5.4 as at the Commencement Date, all information, statements and representations contained in the Tender Response are true accurate and not misleading and it will promptly advise the Purchaser of any fact, matter or circumstance of which it may become aware during the Contract that would render any such information, statement or representation to be false or misleading; 5.5.5 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets that will or might affect its ability to perform its obligations under the Contract; and 5.5.6 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue. 5.6 To the extent that any Services are to be provided in accordance with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that Contract they shall have directly suffered, incurred or sustained be provided by the Indemnitees Contractor in consequence of any breach of accordance with the above warranties by Contract with all reasonable skill, care and diligence. 5.7 The Contractor shall comply with all Laws which are relevant to the LicensorContract.

Warranties and Representations. Pledgor warrants and represents to, and agrees with, Lender that: 5.1 The Licensor hereby represents, undertakes Pledgor is and warrants to the Licensee that: - (a) the Licensor is shall be the owner of the entire Collateral free and clear of all pledges, liens, security interests and other encumbrances of every nature whatsoever, except in favor of Lender; Pledgor is and shall be the owner of the Account (as defined below) and Manager (as defined below) shall hold such Account in its name on behalf of and as agent for Pledgor only, and shall not own the Account and shall take no action with respect to such Account except at the direction of Pledgor or in accordance with this Agreement. 5.2 Pledgor has the full right, title and interest in and to the Licensed Patent and has the right to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to execute, deliver pledge the Collateral and perform to grant the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreementsecurity interest in the Collateral as herein provided; (d) all necessary action has been taken to authorise its 5.3 the execution, delivery and performance of this AgreementAgreement by Pledgor does not and shall not result in the violation of any mortgage, indenture, material contract, instrument, agreement, judgment, decree, order, statute, rule or regulation to which Pledgor is subject, or by which it or any of its property is bound; (e) 5.4 Pledgor shall not suffer or permit any lien or encumbrance to exist on or with respect to the Collateral except in favor of Lender; 5.5 this Agreement constitutes the legal, valid and binding obligations obligation of the Licensor enforceable against him Pledgor in accordance with its termsthe terms hereof and has been duly authorized, executed and delivered; and (f) 5.6 there is no litigation, arbitration, tax claim, dispute material litigation or administrative proceedings is presently subsisting proceeding now pending, or pending orto the best of its knowledge threatened, against Pledgor which if adversely decided could materially impair the ability of Pledgor to his knowledge, threatened pay or which is likely to have a material adverse effect upon him or his ability to perform all of his Pledgor’s obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreementhereunder. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor In addition to any other representation or warranty contained in this Agreement, Seller hereby represents, undertakes represents and warrants to the Licensee that: -as follows: (a) the Licensor is the owner Seller has not received any notice or notices, either orally or in writing, from any municipal, county, state or any other governmental agency or body, of the entire rightany zoning, title and interest in and fire, health, environmental or building violation, or violation of any laws, ordinances, statutes or regulations relating to the Licensed Patent and has the right to grant licenses hereunderpollution or environmental standards, which have not heretofore been corrected; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement, and the consummation of the transaction contemplated hereby, will not result in any breach of, or constitute any default under, or result in the imposition of any lien or encumbrance against, the Property, under any agreement or other instrument to which Seller is a party or by which Seller or the Property might be bound; (c) Seller has no knowledge of any fact or condition which would result in the termination or limitation of the existing pedestrian and/or vehicular access to the Property from abutting public roads other than as may be shown in the Title Commitment; (d) subject to the Precedent Contingency, no other person or entity other than Seller currently owns or has any legal or equitable interest in the Property, and no other person or entity other than Buyer has or will have any right to acquire the Property, or any portion thereof; (e) all taxes payable with respect to the operation, ownership or control of the Property which are allocable to the period which Seller holds fee simple title to the Property, shall be or have been paid by Seller, and Seller shall be responsible for the timely filing of all returns or other documents required by any taxing authority claiming jurisdiction with respect to any such taxes; (f) the execution, delivery and performance by Seller of this Agreement constitutes and the legal, valid and binding obligations performance by Seller of the Licensor enforceable against him transactions contemplated hereunder, and the conveyance and delivery by Seller to Buyer of possession and title to the Property have each been duly authorized by such persons or authorities as may be required, and on the Closing Date, Seller shall provide Buyer and Escrow Agent with certified resolutions, or other instruments, in accordance with its termsform satisfactory to Buyer, evidencing such authorization; (g) through and until the Closing Date, Seller shall not enter into any covenant, restriction, encumbrance, right of lien, easement, lease or other contract pertaining to the Property; (h) to the best of Seller's knowledge, but without investigation or inquiry, there are no underground storage tanks and no hazardous wastes, substances, or materials (collectively, "Hazardous Materials") located in, on or about or generated from the Property which may require removal or remediation or which may result in penalties under any applicable law; (i) Seller shall not, without the prior written consent of Buyer, alter the natural topography and vegetation currently existing on, in or about the Property, including, but not limited to the cutting, burning or removal of any trees, removing any minerals or topsoil, dumping of any soil, fill or other matter, or altering the natural flow of any water courses located on the Property; and (fj) no litigationSeller is not a "Foreign Person" as that term is defined in the Foreign Investment in Real Property Tax Act. The warranties, arbitrationrepresentations, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations covenants and agreements set forth in this Agreement shall not be cancelled by performance under this Agreement; and (g) , but shall survive the Licensor has not Closing and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, delivery of the deed of conveyance hereunder. All representations and warranties set out forth in this Clause Article XI shall be true and breach correct as of the terms of this Clause shall be considered date hereof and as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this AgreementClosing Date, the Licensor and at Closing, if requested by Buyer, Seller shall so certify, in writing, in form reasonably requested by Buyer. Seller hereby covenants with the Licensee agrees to indemnify the Licenseeand hold Buyer harmless from and against any and all claims, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual lossesdemands, damages and liabilities, costs and expenses that shall have directly sufferedof every nature and kind (including attorneys' fees) which Buyer may sustain at any time by reason of the untruth, incurred breach, misrepresentation or sustained by the Indemnitees in consequence nonfulfillment of any breach of the above covenants, representations, warranties or agreements made by Seller in this Agreement or in any documents or agreements delivered in connection with this Agreement or with the Licensorclosing of the transaction contemplated hereby.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes Merchant warrants and warrants represents to the Licensee thatGlobal Direct and Member: - (a) that each sales transaction delivered hereunder will represent a bona fide sale to a cardholder by Merchant for the Licensor is amount shown on the owner sales slip as the total sale and constitutes the binding obligation of the entire rightcardholder, title and interest in and to the Licensed Patent and has the right to grant licenses hereunder; free from any claim, demand, defense, setoff or other adverse claim whatsoever; (b) that each sales slip or other evidence of indebtedness will accurately describe the Licensor goods and services which have been sold and delivered to the cardholder or in accordance with his instructions; (c) that Merchant will comply fully with all federal, state and local laws, rules and regulations applicable to its business; (d) that Merchant will fulfill completely all of its obligations to the cardholder and will resolve any customer dispute or complaint directly with the cardholder; (e) that the signature on the sales slip will be genuine and authorized by cardholder and not forged or unauthorized; (f) that the sales transaction shall have been consummated and the sales slip prepared in full compliance with the provisions of the Card Acceptance Guide and the operating regulations and rules of the applicable card association or network organization, as amended from time to time; (g) provided that Merchant has not knowingly granted indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, that none of the sales transactions submitted hereunder represent sales by telephone, or mail, or Internet, or where the card is not physically present at the Merchant’s location and swiped through Merchant’s terminal, unless Merchant is specifically authorized in writing by Global Direct to submit such sales slips for purchase, (h) to the extent Merchant has indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, Merchant shall not submit such a transaction to Global Direct and Member for processing until the goods and/or services are shipped or performed, as applicable, unless otherwise permitted by the card associations or network organizations, (i) that none of the sales transactions submitted hereunder for purchase represent sales to any principal, partner, proprietor, or owner of Merchant, (j) that, without limiting the generality of the foregoing, each sales transaction submitted hereunder and the handling, retention, and storage of information related thereto, will not knowingly grant licenses comply with the rules and regulations of Visa, MasterCard, American Express, Discover and any other card association or network organization related to cardholder and transaction information security, including without limitation Payment Card Industry (PCI) Data Security Standards, Visa’s Cardholder Information Security Program and MasterCard’s Site Data Protection Program, and (k) that all of the information contained in this Card Services Agreement (including the Merchant Application) is true and correct. In the event that any of the foregoing warranties or representations is breached, the affected sales slips or other rights indebtedness may be refused, or prior acceptance revoked and charged back to the Licensed Patent Merchant. Furthermore, if Merchant submits for purchase hereunder a sales transaction that are in conflict with is not the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance result of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation a sale of Merchant’s goods or services offered to the right general public or if Merchant submits any sales transactions for purchase hereunder which represents a sale to any principal, partner, proprietor, or owner of the Licensor Merchant, such sales transaction may be refused or charged back. Merchant must notify Global Direct if Merchant elects to use the Licensed Patent terminal service of American Express, Novus, or any other third-party provider. If Merchant elects to use a third-party terminal provider, that provider becomes Merchant’s agent for its own use; (c) the Licensor has delivery of card transactions to Global Direct via the power applicable card- processing network. Global Direct and authority Member shall have no responsibility for or liability in connection with any hardware, software or services Merchant receives from a third party agent, even if Global Direct collects monies with respect to executesuch hardware, deliver software or services. Neither Global Direct nor Member makes any representation or warranty with respect to such agent’s access to or ability to integrate with the products, services, and perform systems of Global Direct and any such access or ability may terminate at any time and Global Direct shall have no obligation to advise Merchant of such termination. Merchant agrees to assume full responsibility and liability for any failure of such agent to comply with the terms operating regulations and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations rules of the Licensor enforceable against him in accordance with its terms; and (f) no litigationapplicable card association or network organization, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into including without limitation any agreement or understanding, oral or written, and will not do anythingviolation, which would results in a chargeback to the Merchant. Global Direct and Member have no responsibility for any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and card transactions until it receives data for the card transaction in the format required by Global Direct. Merchant also agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, obligation hereunder to reimburse the representations and warranties set out in this Clause and breach Merchant for the value of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice card transactions captured by an agent is limited to any other rights or remedies the value of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee transactions (“Indemnitees”less applicable fees) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained received by the Indemnitees in consequence of any breach of card-processing network from the above warranties by the Licensoragent. NEITHER MEMBER, NOR GLOBAL DIRECT NOR ANY SUPPLIER MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY TERMINAL, ANY EQUIPMENT, SOFTWARE OR SERVICES LEASED, SOLD OR OTHERWISE FURNISHED IN CONNECTION THEREWITH, OR ANY OF THE SERVICES FURNISHED HEREUNDER.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes Merchant warrants and warrants represents to the Licensee thatGlobal Direct and Member: - (a) that each sales transaction delivered hereunder will represent a bona fide sale to a cardholder by Merchant for the Licensor is amount shown on the owner sales slip as the total sale and constitutes the binding obligation of the entire rightcardholder, title and interest in and to the Licensed Patent and has the right to grant licenses hereunder; free from any claim, demand, defense, setoff or other adverse claim whatsoever; (b) that each sales slip or other evidence of indebtedness will accurately describe the Licensor goods and services which have been sold and delivered to the cardholder or in accordance with his instructions; (c) that Merchant will comply fully with all federal, state and local laws, rules and regulations applicable to its business; (d) that Merchant will fulfill completely all of its obligations to the cardholder and will resolve any customer dispute or complaint directly with the cardholder; (e) that the signature on the sales slip will be genuine and authorized by cardholder and not forged or unauthorized; (f) that the sales transaction shall have been consummated and the sales slip prepared in full compliance with the provisions of the Card Acceptance Guide and the operating regulations and rules of the applicable card association or network organization, as amended from time to time; (g) provided that Merchant has not knowingly granted indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, that none of the sales transactions submitted hereunder represent sales by telephone, or mail, or Internet, or where the card is not physically present at the Merchant’s location and swiped through Merchant’s terminal, unless Merchant is specifically authorized in writing by Global Direct to submit such sales slips for purchase, (h) to the extent Merchant has indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, Merchant shall not submit such a transaction to Global Direct and Member for processing until the goods and/or services are shipped or performed, as applicable, unless otherwise permitted by the card associations or network organizations, (i) that none of the sales transactions submitted hereunder for purchase represent sales to any principal, partner, proprietor, or owner of Merchant, (j) that, without limiting the generality of the foregoing, each sales transaction submitted hereunder and the handling, retention, and storage of information related thereto, will not knowingly grant licenses comply with the rules and regulations of Visa, MasterCard, Discover and any other card association or network organization related to cardholder and transaction information security, including without limitation Payment Card Industry (PCI) Data Security Standards, Visa’s Cardholder Information Security Program and MasterCard’s Site Data Protection Program, and (k) that all of the information contained in this Card Services Agreement (including the Merchant Application) is true and correct. In the event that any of the foregoing warranties or representations is breached, the affected sales slips or other rights indebtedness may be refused, or prior acceptance revoked and charged back to the Licensed Patent Merchant. Furthermore, if Merchant submits for purchase hereunder a sales transaction that are in conflict with is not the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance result of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation a sale of Merchant’s goods or services offered to the right general public or if Merchant submits any sales transactions for purchase hereunder which represents a sale to any principal, partner, proprietor, or owner of the Licensor Merchant, such sales transaction may be refused or charged back. Merchant must notify Global Direct if Merchant elects to use the Licensed Patent terminal service of American Express, Novus, or any other third-party provider. If Merchant elects to use a third-party terminal provider, that provider becomes Merchant’s agent for its own use; (c) the Licensor has delivery of card transactions to Global Direct via the power applicable card- processing network. Merchant agrees to assume full responsibility and authority liability for any failure of such agent to execute, deliver comply with the operating regulations and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations rules of the Licensor enforceable against him in accordance with its terms; and (f) no litigationapplicable card association or network organization, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into including without limitation any agreement or understanding, oral or written, and will not do anythingviolation, which would results in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and a chargeback to the Merchant. Merchant also agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, obligation hereunder to reimburse the representations and warranties set out in this Clause and breach Merchant for the value of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice card transactions captured by an agent is limited to any other rights or remedies the value of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee transactions (“Indemnitees”less applicable fees) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained received by the Indemnitees in consequence of any breach of card-processing network from the above warranties by the Licensoragent. NEITHER MEMBER, NOR GLOBAL DIRECT, NOR ANY SUPPLIER MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY TERMINAL, ANY EQUIPMENT FURNISHED IN CONNECTION THEREWITH, OR ANY OF THE SERVICES FURNISHED HEREUNDER.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes Lessor warrants and warrants represents that it has title to the Licensee that: - Equipment free of any liens and encumbrances, except as set forth in Exhibit C attached hereto and made a part hereof (athe "Equipment Liens"), and that during the term of this Lease, provided no event of default has occurred hereunder, Lessee's use of the Equipment shall not be interrupted by Lessor or anyone claiming through or under Lessor. Lessor hereby warrants and represents that (i) the Licensor Equipment is the owner of the entire right, title in working order and interest in good condition and to the Licensed Patent and has the right to grant licenses hereunder; repair; (bii) the Licensor Equipment has not knowingly granted been maintained in accordance with good business practices and will not knowingly grant licenses or other rights to the Licensed Patent that are specifically in conflict accordance with the terms of any guaranty or warranty applicable thereto; (iii) Lessor has used the Equipment in the manner in which it was intended to be used, consistent with all operating manuals and conditions procedures, and otherwise in this Agreementaccordance with all federal, state, and local laws, ordinances, statutes, codes and regulations ("Applicable Laws and/or such other agreements entered Laws"); and (iv) the Equipment is suitable and fit for use for the purposes herein leased and the use intended with regards thereto by the LicensorLessee. For the avoidance of doubtLessor further warrants and represents that all manufacturer's, the Licensor shall not be entitled to part withvendor's, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation or dealer's warranties and guarantees applicable to the right Equipment are described on Exhibit D attached hereto and made a part hereof (the "Warranties") and that all such Warranties are in full force and effect as of the Licensor Effective Date. Lessor authorizes Lessee to use assert for Lessor's account, during the Licensed Patent for its own use; term of this Lease, all of Lessor's rights under any such Warranties. Lessor warrants and represents that any Equipment not in proper working order as of the Commencement Date will be immediately repaired or replaced at Lessor's expense. Specifically, Lessor warrants and represents that that certain Lease Agreement #550460 dated as of May 11, 1999, by and between Lessor and GE Capital Corporation (csuccessor in interest to ▇▇▇▇▇▇ Financial Leasing, Inc.) (the Licensor has the power "GE Capital Lease") with respect to certain equipment described thereunder is in full force and authority effect and there have been no amendments or modifications to execute, deliver and perform the terms and provisions of this Agreement said GE Capital Lease. Lessor hereby warrants and represents that as of the date hereof no event of default has occurred under the GE Capital Lease and no condition exists which with the giving of notice, lapse of time or both or otherwise would constitute such an event of default. Lessor warrants and represents that it will continue to have such power and authority to execute and perform fulfill its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery the GE Capital Lease and performance of this Agreement; (e) this Agreement constitutes that at the legal, valid and binding obligations expiration of the Licensor enforceable against him in accordance with GE Capital Lease term on May 10, 2004, Lessor will immediately exercise its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, purchase option under said GE Capital Lease. In the event an event of default occurs under the GE Capital Lease as a result of Lessor's failure to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his fulfill its obligations under this Agreement; and the GE Capital Lease, Lessee shall have the right to cure such default and offset such amounts against future rental installments (gas set forth in the Real Property Lease) as the Licensor has not same become due and will not enter into any agreement or understandingat Lessee's option, oral or written, and will not do anything, which would in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to pursue any other rights remedy available to it at law or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensorequity.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes and warrants This Agreement is made without any representations or warranties as to the Licensee that: -following: (a) The title to the Licensor is Premises and the owner validity, enforceability, or perfection of the entire right, title and Seller’s right or interest in and to the Licensed Patent and has the right to grant licenses hereundertherein; (b) the Licensor has not knowingly granted and will not knowingly grant licenses Compliance with any building, zoning, health, environmental, or other rights to state, local or federal laws which any affect the Licensed Patent that are in conflict with use, development, or occupancy of the terms and conditions in this AgreementPremises, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubtincluding, without limitation, the Licensor shall not be entitled existence of availability of any permits or approvals relating to part withuse, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right development or occupancy of the Licensor to use the Licensed Patent for its own usePremises; (c) The existence on the Licensor has the power and authority Premises of any hazardous waste, asbestos, lead-based paint, plaster, or other lead-based accessible material, or any other materials which may be subject to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreementgovernmental regulation or restriction; (d) all The availability of any certificate concerning compliance of the Premises with any state, local or federal statute, including, without limitation, a smoke detector certificate, if applicable. To the extent any tests, reports, or approvals are determined by the BUYER to be necessary action in connection with the use, development or occupancy of the Premises, such reports, permits and approvals shall be the responsibility of the BUYER, at BUYER’S sole cost and expense and the BUYER’S obtaining any such reports, permits or approvals shall not be a pre-condition to BUYER’S obligations hereunder. This clause shall survive the delivery of the Deed. The parties agree that the Seller shall not provide a smoke detector certificate and the Buyer agrees to execute a hold harmless agreement with respect to same. The BUYER acknowledges that the BUYER has not been taken influenced to authorise its execution, delivery and performance of enter into this Agreement; (e) transaction nor has it relied upon any warranties or representations not set forth or incorporated in this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him or previously made in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor writing. BUYER specifically acknowledges that SELLER has not and will made any representation or warranty as to any matter affecting or relating to the Premises, including, but not enter into limited to, warranties relating to the physical condition of any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and building contained thereon. ▇▇▇▇▇ agrees that the Licensee has entered into this Agreement in reliance uponSELLER shall not be held liable for any representations made or furnished to BUYER by any of SELLER’S officers, inter aliaagents, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to servants, attorneys or any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensorperson.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes Pledgor represents and warrants to Agent and Lenders that as of the Licensee that: -date hereof: (a) Pledgor owns all of the Licensor existing IP Collateral, whether the same are registered or unregistered and no such IP Collateral has been adjudged invalid or unenforceable, and each License is a valid and binding obligation of Pledgor and, to the knowledge of Pledgor, the other parties thereto; (b) except as set forth on Schedule 5.9 of the Credit Agreement, Pledgor has no written knowledge of any claim that the use of any of the IP Collateral violates the rights of any Person; (c) except for Permitted Liens and for licenses granted by Pledgor as licensor listed on Schedule 5.9 of the Credit Agreement, Pledgor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to the Licensed Patent existing IP Collateral, free and has the right clear of any liens, charges and encumbrances, including, without limitation, pledges, assignments, licenses, registered user agreements and covenants by Pledgor not to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any ▇▇▇ third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this AgreementPersons; (d) all necessary action Pledgor has been taken full power, authority and legal right to authorise pledge the existing IP Collateral and enter into this Agreement and perform its execution, delivery and performance of this Agreementterms; (e) Pledgor has used, and shall continue to use, for the duration of this Agreement constitutes the legalAgreement, valid and binding obligations proper statutory notice in connection with its use of the Licensor enforceable against him in accordance with its terms; andIP Collateral; (f) no litigationPledgor represents and warrants that it is the true and lawful owner of the Trademarks listed on Schedule B attached hereto and made a part hereof, arbitrationand that said listed Trademarks constitute all the marks registered in the PTO that such Pledgor now owns or uses in connection with its business, tax claimother than any such marks which are (i) owned but not used and (ii) not material to its business. Pledgor represents and warrants that it is the true and lawful licensee of the Trademarks listed on Schedule C attached hereto and made a part hereof, dispute and that said listed Trademarks constitute all the marks that such Pledgor uses in connection with its business that are not owned by it. Pledgor represents and warrants that it owns or administrative proceedings is presently subsisting or pending orlicensed to use all Trademarks that it uses, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform and that it owns all of his obligations under this Agreementthe registrations listed on Schedule B. Pledgor further warrants that it is not aware of any third party claim that any aspect of Pledgor’s present or contemplated business operations infringes or will infringe on any registered trademark or registered service ▇▇▇▇; and (g) Pledgor represents and warrants that it is the Licensor has true and lawful owner or assignee of all rights in the Patents listed on Schedule A attached hereto and made a part hereof, that said Patents constitute all the United States patents and applications for United States patents that Pledgor now owns, other than any such patents, applications and registrations which are (i) owned but not used and will (ii) not enter into any agreement material to its business. Pledgor represents and warrants that it is the true and lawful licensee of all rights in the Patents listed on Schedule C attached hereto and made a part hereof, that said Patents constitute all the United States patents and applications for United States patents that Pledgor now uses in its business which are licensed by it. Pledgor represents and warrants that it owns, or understandingis licensed, oral or writtenhad been assigned the right to use or practice under all Patent registrations and applications that it owns, uses or practices under, and that it owns all of the Patent registrations, and it is entitled to be named as assignee in all applications listed on Schedule A. Pledgor further warrants that it is not aware of any third party claim that any aspect of Pledgor’s present or contemplated business operations infringes or will not do anything, which would infringe on any patent except as may be disclosed in any way be inconsistent with this Schedule 7.4 of the Credit Agreement. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. Pledgor warrants and represents to, and agrees with, Administrative Agent and Lenders that: 5.1 The Licensor hereby represents, undertakes Pledgor is and warrants to the Licensee that: - (a) the Licensor is shall be the owner of the entire Collateral free and clear of all pledges, liens, security interests and other encumbrances of every nature whatsoever, except in favor of Administrative Agent and Lenders. 5.2 Pledgor has the full right, title and interest in and to the Licensed Patent and has the right to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to executepledge the Collateral and to grant the security interest in the Collateral as herein provided. 5.3 There are no restrictions on the transfer of the Collateral to Administrative Agent and Lenders hereunder, deliver or with respect to any subsequent transfer thereof or realization thereupon by Administrative Agent and perform Lenders. 5.4 There are no outstanding options, warrants or other agreements with respect to the terms Collateral. 5.5 True and provisions complete copies of this the organizational documents of each of the Subject Companies have been delivered by Pledgor to Administrative Agent, and the same have not been further amended or modified in any respect whatsoever. 5.6 All of the warranties and representations made by or in respect of Pledgor under the Credit Agreement and will continue to have such power the other Credit Documents are true, accurate and authority to execute and perform its obligations under this Agreement;complete. (d) all necessary action has been taken to authorise its 5.7 The execution, delivery and performance of this Agreement;Agreement by Pledgor does not and shall not result in the violation of any mortgage, indenture, material contract, instrument, agreement, judgment, decree, order, statute, rule or regulation to which Pledgor is subject, or by which it or any of its property is bound. (e) this 5.8 Pledgor shall not suffer or permit any lien or encumbrance to exist on or with respect to the Collateral except in favor of Administrative Agent and Lenders. 5.9 This Agreement constitutes the legal, valid and binding obligations obligation of the Licensor enforceable against him Pledgor in accordance with its termsthe terms hereof and has been duly authorized, executed and delivered. 5.10 The Pledged Securities have been validly issued and are fully paid and non-assessable; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings the holder thereof is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into be subject to any agreement personal liability as such holder; the Pledged Securities are not subject to any charter, bylaw, statutory contractual or understandingother restriction governing their issuance, oral pledge, transfer, ownership or writtencontrol except that the sale or transfer of the Pledged Securities may be limited in the absence of an effective registration statement (i) under the Securities Act of 1933, as amended, (ii) under applicable state securities laws, and will not do anything, which would in any way be inconsistent with this Agreement(iii) under applicable non-U.S. laws. 5.2 The Licensor acknowledges 5.11 Any consent, approval or authorization of or designation or filing with any authority on the part of Pledgor which is required in connection with the pledge and agrees that the Licensee has entered into security interest granted under this Agreement has been obtained or effected and is in reliance upon, inter alia, the representations full force and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breacheffect. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 12.1 The Licensor hereby represents, undertakes Licensee warrants and warrants represents to the Licensee DACS that: -: (a) the Licensor is the owner it has full right and title to enter into this Agreement; (b) its use of the entire Work shall not reflect adversely on the image, goodwill or reputation of DACS or the Artist; (c) it will not reproduce any Work in any material or in any way which is illegal, obscene, pornographic, indecent, defamatory or constitutes a malicious falsehood, constitutes an infringement of third party rights or an invasion of privacy; (d) unless expressly permitted in the Term Sheet, it will not include any Work or part thereof in a promotional or sponsorship message for the Licensee or any third party; (e) it will not alter or adapt any Work or do any act which may infringe the moral rights of the Artist, unless expressly set out herein or as expressly agreed in writing by the Artist; (f) each and every Works Page shall contain the Credit; (g) it will carry out the Licensed Acts to the best of the Licensee’s skill and ability; (h) it will not at any time do or suffer to be done any act which will in any way impair or affect the copyright in the Work; (i) it will ensure that no exploitation of any Relevant Page shall facilitate or encourage reproduction by unlicensed third parties of a Work alone and out of context; (j) it will co-operate fully and in good faith with DACS and / or the Artist for the purpose of securing or preserving their rights in and to the Work. 12.2 The Licensee hereby indemnifies and agrees to indemnify and save and hold the Artist and DACS harmless and to keep the Artist and DACS at all times fully and completely indemnified of, against and from any claims, actions, proceedings, liability, loss, damage, costs and expenses which the Artist and/or DACS incur or suffer by reason of the Licensee being in breach of or failing to perform any of the warranties in Clause 13.1 or arising out of any claim by a third party claiming relief against the Artist or DACS by reason of the exercise of the rights granted in this Agreement. 12.3 DACS warrants and represents to the Licensee that it has been granted the right to enter into this Agreement by the Artist. DACS warrants that, to the best of its knowledge and belief, the Artist owns and/or controls all right, title and interest in and to the Licensed Patent and has copyright in the right to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are Work, unless otherwise advised in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensorwriting. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties Save as set out in this Clause and breach clause, DACS gives no warranties, representations or undertakings in respect of the terms of this Clause shall be considered as material breach.Work 5.3 Without prejudice 12.4 DACS hereby indemnifies and agrees to any other rights or remedies of indemnify and save and hold the Licensee under this Agreement, the Licensor hereby covenants with harmless and to keep the Licensee to indemnify the Licenseeat all times fully and completely indemnified of, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual lossesfrom any claims, damages and actions, proceedings, liability, loss, damage, costs and expenses that shall have directly suffered, incurred which the Licensee incurs or sustained suffers by the Indemnitees reason of DACS being in consequence of any breach of or failing to perform any of the above warranties by the Licensorin Clause 13.3.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes 7.1 ICOS warrants and warrants to the Licensee represents that: -: (a) the Licensor is the owner it and/or one of its AFFILIATES owns the entire right, title and interest in and to the Licensed Patent and has the right to grant licenses hereunderICOS PATENTS; (b) the Licensor has not knowingly granted regardless of any distribution of ownership of ICOS PATENTS among ICOS and will not knowingly grant licenses or other rights to the Licensed Patent that are its AFFILIATES, ICOS owns sufficient right, title and interest in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right each of the Licensor ICOS PATENTS to use the Licensed Patent for its own useconvey all rights contemplated hereunder; (c) it does not, as of the Licensor has the power and authority to executeEFFECTIVE DATE, deliver and perform the terms and provisions of this Agreement and will continue to have own or control any patents or patent applications that dominate such power and authority to execute and perform its obligations under this AgreementICOS PATENTS; (d) all necessary action has been taken to authorise the best of its executionknowledge, delivery and performance as of this Agreement;the EFFECTIVE DATE, there are no additional patents or patent applications specifically relating to PAF-AH owned or controlled by ICOS; and (e) this Agreement constitutes the legal, valid and binding obligations it has not received notice as of the Licensor enforceable against him EFFECTIVE DATE that the practice of the ICOS PATENTS infringes or misappropriates the rights or intellectual property of any THIRD PARTY or any notice of any pending or threatened litigation alleging such infringement or misappropriation. 7.2 Each party represents and warrants that: (a) the execution and delivery of this AGREEMENT has been duly authorized and no further approval, corporate or otherwise, is required in accordance order to execute this binding AGREEMENT; (b) it shall comply with any applicable international, national, or local laws and regulations in its termsperformance under this AGREEMENT; and (fc) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his its rights and obligations under this Agreement; and (g) the Licensor has AGREEMENT do not and will not enter into conflict with any agreement contractual obligations or understanding, oral court or written, and will not do anything, administrative order by which would in any way be inconsistent with this Agreementit is bound. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon7.3 NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY, inter aliaEXPRESS, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breachIMPLIED, STATUTORY, OR OTHERWISE THAT IS NOT EXPRESSLY SET FORTH IN THIS AGREEMENT AND EXPRESSLY DISCLAIMS ALL WARRANTIES NOT EXPRESSLY SET FORTH IN THIS AGREEMENT, INCLUDING WITHOUT LIMITATION MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN WITH RESPECT TO THE SCOPE, VALIDITY OR ENFORCEABILITY OF THE ICOS PATENTS; THAT ANY PATENT WILL ISSUE BASED UPON ANY OF THE PENDING PATENT RIGHTS; OR THAT THE MANUFACTURE, USE, SALE, OFFER FOR SALE OR IMPORTATION OF THE DIADEXUS LICENSED PRODUCTS WILL NOT INFRINGE PATENT OR PROPRIETARY RIGHTS OF ANY THIRD PARTY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR LOSS OF PROFITS, LOSS OF USE, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes and 14.1 KOSAN warrants to the Licensee that: - (a) the Licensor is the owner that as of the entire EFFECTIVE DATE it owns or exclusively controls by agreement, assignment or license right, title and interest in the KOSAN PATENT RIGHTS and to the Licensed Patent KOSAN KNOW-HOW and that it has the right to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the full power and authority to execute, deliver and perform this AGREEMENT and the terms obligations hereunder. 14.2 KOSAN expressly warrants and provisions represents that it has no outstanding encumbrances or agreements, either written, oral, or implied, in connection herewith that are [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. inconsistent with the rights granted herein, and that it has not granted and will not grant during the term of this Agreement AGREEMENT or any renewal hereof, any rights, license, consent or privilege that conflict with the rights granted herein. 14.3 LICENSEE expressly warrants and represents that it has no outstanding encumbrances or agreements, either written, oral, or implied, in connection herewith that are inconsistent with the obligations undertaken by LICENSEE herein, and that it has not entered into, and during the term of this AGREEMENT or any renewal hereof will continue to have such not enter into, any agreements, either written, oral, or implied, that conflict with the rights granted, and obligations undertaken, by LICENSEE herein. 14.4 Each party expressly represents and warrants that it has the full power and authority to execute enter into this AGREEMENT and perform its obligations under this Agreement;to carry out the transactions contemplated hereby. (d) all necessary action has been taken to authorise its 14.5 Each party hereby warrants that the execution, delivery and performance of this Agreement;AGREEMENT has been duly approved and authorized by all necessary corporate or partnership actions of both parties: do not require any shareholder or partnership approval which has not been obtained or the approval and consent of any trustee or the holders of any indebtedness of either party; do not contravene any law, regulation, rules or order binding on either party, and do not contravene the provisions of or constitute a default under any indenture, mortgage, contract or other agreement or instrument to which either party is a signatory. (e) this Agreement constitutes 14.6 Each party hereby represents and warrants that to the legalextent the United States government has any interest in the KOSAN PATENT RIGHTS as a result of government funded research, valid that it will continue to make good faith efforts to comply in all respects with the applicable provisions of any applicable law, regulation, or requirement by the U.S. Government relating to the KOSAN PATENT RIGHTS and binding obligations shall make reasonable efforts to ensure that such laws, regulations and requirements are fulfilled with respect to the KOSAN PATENT RIGHTS including without limitation the provisions of 35 U.S.C. Section 202. Each party agrees that it will make good faith efforts to ensure that all necessary steps are taken to comply with the requirements of 35 U.S.C. Section 202 ET SEQ. and 37 C.F.R. Section 401.1 ET SEQ. to retain the maximum rights under the KOSAN PATENT RIGHTS allowable by law. LICENSEE and KOSAN agree that it will provide the necessary reports and information required to comply with 35 U.S.C. Sec. 202 et seq. and 37 C.F.R. Section 401.1 et seq., including periodic reports on utilization or efforts at utilization of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) inventions covered by the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this AgreementKOSAN PATENT RIGHTS. 5.2 The Licensor acknowledges 14.7 KOSAN and agrees LICENSEE each specifically disclaim that the Licensee has entered into this Agreement RESEARCH PROGRAM or the DEVELOPMENT will be successful, in reliance uponwhole or part or that any clinical or other studies undertaken by it will be successful. KOSAN AND LICENSEE EXPRESSLY DISCLAIM ANY WARRANTIES OR CONDITIONS, inter aliaEXPRESS, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breachIMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE CONFIDENTIAL INFORMATION, OR KOSAN PATENT RIGHTS OR KNOW-HOW, LICENSED COMPOUNDS, RESERVED COMPOUNDS, NCEs OR PRODUCTS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF ANY INTELLECTUAL PROPERTY, PATENTED OR UNPATENTED, OR NON-INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor Seller hereby represents, undertakes warrants and warrants represents to the Licensee that: -Purchaser as follows: (a) the Licensor Seller is duly organized and validly existing under the owner laws of United States of America and has all requisite corporate powers and authority to sell and transfer the Sale Stocks without the consent of any third party; (b) there are no agreements, arrangements or transactions (whether oral or written, proposed or pending) to which the Seller is a party or which is binding on it or any of its assets and results or will result in the creation of, or oblige it to: (i) create any Encumbrance over any of the entire Sale Stocks; (ii) create any option or right over any of the Sale Stocks; and/or (iii) dispose, transfer or deal in any manner whatsoever any of the Sale Stocks; (c) the Seller has full legal right, title authority and interest in power to enter into and bind itself to this Agreement and to exercise its rights and perform its obligations hereunder; (d) this Agreement constitutes the Licensed Patent valid and legally binding obligations of the Seller, enforceable against it in accordance with the terms hereof; (e) compliance with the terms of this Agreement does not and will not conflict with or result in the breach or constitute a default under any provisions of the Seller’s constitution documents or under any terms, conditions and provisions Purchaser to initial………………… of any agreements, deeds, instruments or documents to which the Seller is now a party or any order, judgment, award, injunction, decree, law, ordinance or regulation or any other restriction of any kind or character to which the Seller or any of its property is subject or bound by; and (f) the Seller is not in receivership or liquidation, no steps have been taken to put the Seller into receivership or liquidation, no petition has been presented or resolution passed or proposed for the right winding up of the Seller and there are no grounds on which a petition or application or other step could be based or taken for the winding up or appointment of a receiver of the Seller. 5.2 The Seller makes no warranties whatsoever on the future value of the Sale Stocks. It is also hereby agreed between the Parties that the Seller shall not be liable nor shall the Seller indemnify or keep indemnified the Purchaser at any time for any losses, costs or expenses which the Purchaser may suffer or incur, in respect of the sale and purchase of the Sale Stocks. 5.3 The Purchaser hereby warrants and represents to grant licenses the Seller as follows: (a) the Purchaser has full legal right, authority and power to enter into and bind itself to this Agreement and to exercise its rights and perform its obligations hereunder; (b) this Agreement constitutes the Licensor has not knowingly granted valid and will not knowingly grant licenses or other rights to legally binding obligations of the Licensed Patent that are Purchaser, enforceable against it in conflict accordance with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own usehereof; (c) the Licensor has the power and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations Purchaser understands that re-sale of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all Sale Stocks are restricted during the Moratorium Period and the same can only be resold after the expiry of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreementsaid Moratorium at the prevailing market value of that particular time. 5.2 5.4 The Licensor Purchaser acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, stock market is a volatile market and thus purchases the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breachSale Stocks at his own risk. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor Seller hereby represents, undertakes warrants and warrants represents to the Licensee that: -Purchaser as follows: (a) the Licensor Seller is duly organized and validly existing under the owner laws of United States of America and has all requisite corporate powers and authority to sell and transfer the Sale Stocks without the consent of any third party; (b) there are no agreements, arrangements or transactions (whether oral or written, proposed or pending) to which the Seller is a party or which is binding on it or any of its assets and results or will result in the creation of, or oblige it to: (i) create any Encumbrance over any of the entire Sale Stocks; (ii) create any option or right over any of the Sale Stocks; and/or (iii) dispose, transfer or deal in any manner whatsoever any of the Sale Stocks; (c) the Seller has full legal right, title authority and interest in power to enter into and bind itself to this Agreement and to exercise its rights and perform its obligations hereunder; (d) this Agreement constitutes the Licensed Patent valid and legally binding obligations of the Seller, enforceable against it in accordance with the terms hereof; (e) compliance with the terms of this Agreement does not and will not conflict with or result in the breach or constitute a default under any provisions of the Seller’s constitution documents or under any terms, conditions and provisions of any agreements, deeds, instruments or documents to which the Seller is now a party or any order, judgment, award, injunction, decree, law, ordinance or regulation or any other restriction of any kind or character to which the Seller or any of its property is subject or bound by; and (f) the Seller is not in receivership or liquidation, no steps have been taken to put the Seller into receivership or liquidation, no petition has been presented or resolution passed or proposed for the right winding up of the Seller and there are no grounds on which a petition or application or other step could be based or taken for the winding up or appointment of a receiver of the Seller. 5.2 The Seller makes no warranties whatsoever on the future value of the Sale Stocks. It is also hereby agreed between the Parties that the Seller shall not be liable nor shall the Seller indemnify or keep indemnified the Purchaser at any time for any losses, costs or expenses which the Purchaser may suffer or incur, in respect of the sale and purchase of the Sale Stocks. 5.3 The Purchaser hereby warrants and represents to grant licenses the Seller as follows: (a) the Purchaser has full legal right, authority and power to enter into and bind itself to this Agreement and to exercise its rights and perform its obligations hereunder; (b) this Agreement constitutes the Licensor has not knowingly granted valid and will not knowingly grant licenses or other rights to legally binding obligations of the Licensed Patent that are Purchaser, enforceable against it in conflict accordance with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own usehereof; (c) the Licensor has the power and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations Purchaser understands that re-sale of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all Sale Stocks are restricted during the Moratorium Period and the same can only be resold after the expiry of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreementsaid Moratorium at the prevailing market value of that particular time. 5.2 5.4 The Licensor Purchaser acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, stock market is a volatile market and thus purchases the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breachSale Stocks at his own risk. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor hereby 6.1 Client - Client represents, undertakes warrants and warrants covenants to the Licensee ITX that: - (a) the Licensor is Client Content or its use shall not violate, misappropriate or infringe any Proprietary Rights or any other personal, privacy or moral right arising under the owner laws of the entire rightany jurisdiction of any person or entity, title and interest in and to the Licensed Patent and has the right to grant licenses hereundernor shall same constitute a libel or defamation of any person or entity; (b) the Licensor has not knowingly granted and Client Content will not knowingly grant licenses contain any harmful components, including, but not limited to, viruses, trap doors, hidden sequences, hot keys, or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; time bombs; (c) the Licensor Client has the all right, power and authority necessary to execute, deliver and perform the terms and provisions of enter into this Agreement and will continue to have such power use the Client Content as described herein; and authority to execute and perform its obligations under this Agreement; (d) Client shall comply with all necessary action has been taken to authorise its executionapplicable laws, delivery rules and performance of this Agreement;regulations (including, but not limited to, export control, decency, privacy and intellectual property laws). (e) this Agreement constitutes the legal6.2 Disclaimer - ITX exercises no control over, valid and binding obligations accepts no responsibility for, third-party content of the Licensor enforceable against him in accordance with its terms; and information passing through the ITX Systems, network hubs and points of presence, or the Internet. Client ACKNOWLEDGES THAT ITX SYSTEMS (fINCLUDING ANY SOFTWARE AND ANY OTHER ITEMS USED OR PROVIDED BY ITX IN CONNECTION WITH ANY SERVICES HEREUNDER) no litigationARE PROVIDED "AS IS." ITX DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, arbitrationEXPRESS OR IMPLIED, tax claimWITH RESPECT TO THE PERFORMANCE OF THE SERVICES (INCLUDING THE DNS SERVICES THEREIN) OR ITX SYSTEMS, dispute or administrative proceedings is presently subsisting or pending orINCLUDING, to his knowledgeBUT NOT LIMITED TO, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understandingANY IMPLIED WARRANTY OF MERCHANTABILITY, oral or writtenFITNESS FOR A PARTICULAR PURPOSE, and will not do anythingOR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING BY USAGE OF TRADE, which would in any way be inconsistent with this AgreementCOURSE OF DEALING OR COURSE OF PERFORMANCE. ITX MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER THAT THE SERVICES AND ITX SYSTEMS WILL BE UNINTERRUPTED, ALWAYS ACCESSIBLE, FREE OF HARMFUL COMPONENTS, ACCURATE OR ERROR-FREE. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 11.1 The Licensor hereby represents, undertakes warrants and warrants represents to the Licensee that: - (a) that the Licensed Material and all Intellectual Property Rights therein are owned by or licensed to the Licensor is the owner of the entire right, title and interest in and to that the Licensed Patent Material used as contemplated in this Agreement does not infringe any Intellectual Property Rights of any natural or legal person. 11.2 The Licensor shall indemnify and hold the Licensee harmless from and against any loss, damage, cost, liability or expense including legal and professional fees arising out of any legal action taken against the Licensee claiming actual or alleged infringement of such rights. This indemnity shall survive the termination of this Agreement for any reason. This indemnity shall not apply if the Licensee has the right to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to amended the Licensed Patent that are Material in conflict with the terms and conditions in any way not permitted by this Agreement, Applicable Laws and/or and such other agreements entered by amendment has caused the Licensor. For the avoidance of doubtloss, the damage, cost, liability or expense 11.3 WHILE THE LICENSOR HAS NO REASON TO BELIEVE THAT THERE ARE ANY INACCURACIES OR DEFECTS IN THE INFORMATION CONTAINED IN THE LICENSED MATERIAL, THE LICENSOR MAKES NO REPRESENTATION AND GIVES NO WARRANTY EXPRESS OR IMPLIED WITH REGARD TO THE INFORMATION CONTAINED IN OR ANY PART OF THE LICENSED MATERIAL INCLUDING (WITHOUT LIMITATION) THE FITNESS OF SUCH INFORMATION OR PART FOR ANY PURPOSES WHATSOEVER AND THE LICENSOR ACCEPTS NO LIABILITY FOR LOSS SUFFERED OR INCURRED BY THE LICENSEE OR AUTHORIZED OR WALK-IN USERS AS A RESULT OF THEIR RELIANCE ON THE LICENSED MATERIAL. 11.4 The Licensor shall not be entitled to part with, assign, license and/or in any way deal with warrants and represents that the Licensed Patent with any third party other than the Licensee, subject always that this Material supplied pursuant to clause 13.6. (ii) shall be without derogation supplied on a medium which conforms to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreementnormal industry standards. 5.2 The Licensor acknowledges and agrees 11.5 the National library warrants that the Licensee has entered it is authorised to enter into this Agreement in reliance upon, inter alia, the representations on behalf of each licensee and warranties set out in this Clause and breach of that each licensee will be bound by the terms of this Clause shall be considered as material breachagreement. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes Artist warrants and warrants to represents the Licensee that: -following: (a) Artist is not now and during the Licensor is the owner of the entire right, title and interest in and to the Licensed Patent and has the right to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor Term shall not be entitled a party to part with, assign, license and/or or bound by any contract or agreement which will interfere in any way deal manner with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right manufacture and marketing and sale of the Licensor Recording by Company. Artist is under no disability, restriction or prohibition with respect to use the Licensed Patent for its own use; (c) the Licensor has the power and authority Artist's right to execute, deliver sign and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreement. 5.2 b) The Licensor acknowledges songs and performances embodied in the Recordings, and any use thereof by Company or its grantees, licensees, or assigns, will not violate or infringe upon the rights of any third party. Artist has secured all proper licenses for the right to perform and record all or any part of the performances or recording embodied on Artist's Master including for the use of any third party's recording or composition for use for what is commonly known as "sampling", "replay", or "interpolation". c) Artist agrees to and does hereby indemnify, save and hold Company harmless of and from any and all loss and damage (including reasonable attorney's fees) arising out of or connected with any claim by any one or more third parties or any act by Artist which is inconsistent with any of the warranties, representations, and/or agreements made by Artist herein, and agrees to reimburse Company on demand for any payment made by it at any time with respect to any liability or claim to which the foregoing indemnity applies. Pending the determination of any claim involving such alleged breach or failure, Company may withhold sums due Artist hereunder in an amount consistent with such claim. Company shall have the right at all times, in its sole discretion to control the defense of any claim. d) You expressly acknowledge that your services hereunder are of a special, unique, and intellectual character which gives them peculiar value, and that in the Licensee has entered into this Agreement event of a breach by you of any term, condition, or covenant hereof, we will be caused irreparable injury. You expressly agree that in reliance upon, inter alia, the representations and warranties set out in this Clause and event you shall breach of the terms any provisions of this Clause contract, we shall be considered entitled to seek injunctive relief and/or damages, as material breach. 5.3 Without prejudice we may deem appropriate, in addition to any other rights or remedies available to us, and we shall have the right to recoup any such damages resulting from any such breach, which shall be reduced to a final, adverse judgment, from any monies which may be payable to you hereunder or under any other agreement between you and us or our affiliates. e) During the Term of the Licensee under this Agreement, if required by law or any other agreement that Company may become a party to, Artist shall become and remain a member in good standing of any appropriate labor union or unions. If Company becomes a party to any such union agreement, Company shall give Artist written notice of such action. f) Artist warrants that it is the Licensor hereby covenants sole owner of its professional name and that Artist has the sole and exclusive right to use and to allow others to use the Artist's professional name in connection with the Licensee to indemnify manufacture, advertising and the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence sale of any breach of the above warranties by the LicensorRecords.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes 7.1 Seller represents and warrants that (which representations and warranties shall be deemed to the Licensee that: -have been made again at Closing): (a) the Licensor is the owner of the entire rightSeller has no actual knowledge of, title and interest in and to the Licensed Patent and has not received any notice of, any threatened or pending condemnation proceedings affecting the right to grant licenses hereunderReal Property; (b) The reports listed on Exhibit L, full, correct and complete copies of all of which have been or will be delivered to Purchaser at or before the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict with the terms and conditions in execution of this Agreement, Applicable Laws and/or such other agreements entered by are, to Seller’s knowledge, all of the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or reports in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation Seller’s or Seller’s agents possession which relate to the right investigation of the Licensor to use Real Property for the Licensed Patent for its own usepresence of hazardous materials. To the Seller’s actual knowledge, there are no hazardous wastes, petroleum products, pollutants, asbestos, asbestos containing materials, or other hazardous substances located in, upon or beneath the Real Property except (i) as referenced in such reports and (ii) those such substances or materials which are used in Seller’s business conducted on the Property (or the business of any of the Tenants) and handled in conformity with applicable law and regulations; (c) All written materials which Seller has delivered or shall deliver to Purchaser pursuant this Agreement, including, without limitation the Licensor Review Materials, are and shall be complete in all material respects; (d) Seller has not entered into any options, purchase contracts or other written agreements, whereby any person could validly claim a right, title or interest in the Property or any portion thereof by or through Seller; (e) Seller has received no written notice or citation from any federal, state, county or municipal authority alleging any fire, health, safety, building pollution, environmental, zoning or other violation of any law, regulation, permit, order or directive in respect of the Real Property or any part thereof, which has not been corrected; (f) With respect to the Leases, except as set forth on Exhibit B, or as otherwise provided in Section 19.8 hereof with respect to certain New Leases: (i) no rent has been paid more than thirty (30) days in advance, (ii) to Seller’s knowledge, neither the Tenants nor Seller is in default in the performance of any material covenant, agreement or condition contained in the Leases, and (iii) Seller has not received written notice from any Tenant regarding pending or threatened offsets against rent or for any other monetary or material claim against Seller which has not been fully resolved and no rent concessions have been created which are not disclosed in the Leases. The representations and warranties made in this Section 7.1(h) shall not apply to the New Leases on the date of execution and delivery of this Agreement. (g) Seller is a Massachusetts limited liability company duly organized, validly existing, and in good standing in the Commonwealth of Massachusetts, and Seller has all requisite power and authority to execute, deliver own and operate its properties and to carry on its business as now conducted and to enter into and perform the terms and provisions of this Agreement and will continue to have carry out the transactions contemplated hereby; (h) No bankruptcy or insolvency proceeding under the Bankruptcy Code or any state bankruptcy or insolvency law filed by or against Seller is pending and no such power and filing is contemplated by Seller, or, to Seller’s knowledge, threatened; (i) There is no outstanding, or, to the Seller’s knowledge, threatened litigation, claims or proceedings before any court, commission, agency or other administrative authority which could prohibit or materially adversely affect Seller’s title to execute and perform its obligations under the Real Property or Seller’s ability to consummate the transaction contemplated by this Agreement; (dj) all necessary action No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority on the part of Seller is required in connection with the execution and delivery of this Agreement or its sale of the Property; (k) Seller has been taken to authorise its duly authorized the execution, delivery, and performance of this Agreement, and such execution, delivery and performance by Seller of this AgreementAgreement will not result in a breach of, violate any term or provision of, or constitute a default under, Seller’s organizational documents or any other agreement by which Seller is bound; (el) this Agreement constitutes There are no lease brokerage agreements, leasing commission agreements or other agreements providing for payments of any amounts for leasing activities or procuring tenants with respect to the legalProperty other than as set forth in the Leases; (m) To Sellers knowledge, valid and binding obligations of except as disclosed in the Licensor enforceable against him in accordance with its termsReview Materials, there are no Assessments or Abatements affecting the Property or any portion thereof; and (fn) no litigationTo the extent of Seller’s actual knowledge, arbitrationSeller is not in violation of the requirements of Executive Order No. 133224, tax claim66 Fed. Reg. 49079 (Sept. 25, dispute 2001) (the “Order”) and other similar requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) and in any enabling legislation or administrative proceedings is presently subsisting other Executive Orders or pending orregulations in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the “Orders”). Further, to his the extent of Seller’s actual knowledge, threatened or which Seller represents that it is likely not an entity that is subject to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; andmaintaining policies, procedures and practices regarding compliance with the Orders. (go) To the Licensor has not extent of Seller’s actual knowledge, neither Seller nor any general partner or any managing member of Seller: (i) is listed on the Specially Designated Nationals and will not enter into Blocked Persons List maintained by OFAC pursuant to the Order and/or on any agreement other list of terrorists or understanding, oral or written, and will not do anything, which would in terrorist organizations maintained pursuant to any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms rules and regulations of this Clause shall be considered as material breach. 5.3 Without prejudice OFAC or pursuant to any other rights or remedies of applicable Orders (such lists are collectively referred to as the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“IndemniteesLists”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.);

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes Merchant warrants and warrants represents to the Licensee thatGlobal Direct and Member: - (a) that each sales transaction delivered hereunder will represent a bona fide sale to a card holder by Merchant for the Licensor is amount shown on the owner sales slip as the total sale and constitutes the binding obligation of the entire rightcard holder, title and interest in and to the Licensed Patent and has the right to grant licenses hereunder; free from any claim, demand, defense, setoff or other adverse claim whatsoever; (b) that each sales slip or other evidence of indebtedness will accurately describe the Licensor has not knowingly granted goods and services which have been sold and delivered to the card holder or in accordance with his instructions; (c) that Merchant will comply fully with all federal, state and local laws, rules and regulations applicable to its business; (d) that Merchant will fulfill completely all of its obligations to the cardholder and will resolve any customer dispute or complaint directly with the card holder; (e) that the signature on the sales slip will be genuine and authorized by cardholder and not knowingly grant licenses forged or unauthorized; (f) that the sales transaction shall have been consummated and the sales slip prepared in full compliance with the provisions of the Card Acceptance Guide and the operating regulations and rules of the applicable card association or network organization, as amended from time to time; (g) that none of the sales transactions submitted hereunder represent sales by telephone, or mail, or Internet, or where the card is not physically present at the Merchant’s location and swiped through Merchant’s terminal, unless Merchant is specifically authorized in writing by Global Direct to submit such sales slips for purchase, (h) that none of the sales transactions submitted hereunder for purchase represent sales to any principal, partner, proprietor, or owner of Merchant, (i) that, without limiting the generality of the foregoing, each sales transaction submitted hereunder and the handling, retention, and storage of information related thereto, will comply with the rules and regulations of Visa, MasterCard, Discover and any other card association or network organization related to card holder and transaction information security, including without limitation Payment Card Industry (PCI) Data Security Standards, Visa’s Cardholder Information Security Program and MasterCard’s Site Data Protection Program, and (j) that all of the information contained in this Merchant Application and Service Agreement is true and correct. In the event that any of the foregoing warranties or representations is breached, the affected sales slips or other rights indebtedness may be refused, or prior acceptance revoked and charged back to the Licensed Patent Merchant. Furthermore, if Merchant submits for purchase hereunder a sales transaction that are in conflict with is not the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance result of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation a sale of Merchant’s goods or services offered to the right general public or if Merchant submits any sales transactions for purchase hereunder which represents a sale to any principal, partner, proprietor, or owner of the Licensor Merchant, such sales transaction may be refused or charged back. Merchant must notify Global Direct if Merchant elects to use the Licensed Patent terminal service of American Express, Novus, or any other third party provider. If Merchant elects to use a third-party terminal provider, that provider becomes Merchant’s agent for its own use; the delivery of card transactions to Global via the applicable card processing network. Merchant agrees to assume full responsibility and liability for any failure of such agent to comply with the operating regulations and rules of the applicable card association or network organization, including without limitation any violation, which results in a chargeback to the Merchant. Merchant also agrees that the obligation hereunder to reimburse the Merchant for the value of the card transactions captured by an agent is limited to the value of the transactions (less applicable fees) received by the card processing network from the agent. NEITHER MEMBER, NOR GLOBAL DIRECT, NOR ANY SUPPLIER MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY TERMINAL, ANY EQUIPMENT FURNISHED IN CONNECTION THEREWITH, OR ANY OF THE SERVICES FURNISHED HEREUNDER. Merchant herby warrants and certifies that: (i) the taxpayer identification number (“TIN”) provided on the Merchant Application is Merchant’s true and correct TIN; (ii) Merchant is not subject to backup withholding because (a) Merchant is exempt from backup withholding, (b) Merchant has not been notified by the IRS that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the Licensor IRS has the power notified Merchant that it is no longer subject to backup withholding, and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (diii) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations Merchant is a citizen of the Licensor enforceable against him United States of America (“U.S.”) or other U.S. person. (For federal tax purposes, Merchant is considered a U.S. person if Merchant is: an individual who is a U.S. citizen, or U.S. resident alien, partnership, corporation, company or association created or organized in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute the United States or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all under the laws of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or writtenUnited States, and will not do anythingestate (other than a foreign estate), which would or a domestic trust (as defined in any way be inconsistent with this Agreementthe Internal Revenue Code section 301.7701-7. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.))

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes 10.01 Each Party represents and warrants to the Licensee that: - (a) the Licensor is the owner of the entire right, title and interest in and to the Licensed Patent and that it has the right to grant licenses hereunder; (b) conduct its obligations under this Agreement and to convey the Licensor has not knowingly granted rights and disclose the results and other information related to this Agreement and that conduct of its obligations under this Agreement will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict with the terms any obligations or duties that a Party may have to others. 10.02 Gecko represents and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always warrants that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor it has the all requisite legal and corporate power and authority to execute, deliver and perform the terms and provisions of enter into this Agreement and will continue to have such power and authority to execute and perform its obligations under in accordance with the terms of this Agreement; (d) . The execution and delivery of this Agreement by Gecko and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Gecko and no further action is required by MCEL. This Agreement has been taken to authorise its execution, delivery duly executed and performance of this Agreement; (e) this Agreement delivered by Gecko and constitutes the legal, valid and binding obligations obligation of the Licensor Gecko enforceable against him Gecko in accordance with its respective terms; and. 10.03 To the extent that any Gecko Know-How and/or Gecko Patent Rights are owned, developed, or created by a third party for Gecko, Gecko has a written agreement with such third party with respect thereto and Gecko thereby either (fi) no litigationhas obtained ownership of and is the exclusive owner of, arbitrationor (ii) has obtained a license (sufficient for the conduct of the business of Gecko as currently conducted and as proposed to be conducted, tax claimincluding Gecko’s development activities contemplated hereby) to all of such Gecko Know-How and/or Gecko Patent Rights in such work, dispute material or administrative proceedings invention by operation of law or by valid assignment. 10.04 All contracts relating to the Gecko Know-How and Gecko Patent Rights are in full force and effect. The consummation of the transactions contemplated by this Agreement will neither violate nor result in a breach, modification, cancellation, termination or suspension of any of such contracts. Gecko is presently subsisting or pending orin compliance in all material respects with all such contracts and has not breached any material term of any such contract. To the knowledge of Gecko, all other parties to his such contracts are in compliance in all respects with all such contracts and have not breached any term of any such contract. 10.05 To Gecko’s knowledge, threatened or which the operation of the business of Gecko as it is likely currently conducted and as proposed to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor be conducted, including Gecko’s development activities contemplated hereby, has not, does not and will not enter into infringe or misappropriate in any agreement manner the intellectual property of any third party or understandingconstitute unfair competition or trade practices under the applicable laws of any jurisdiction. 10.06 To Gecko’s knowledge, oral Gecko has not received written notice from any third party or writtenany other overt threats from any third party, that the operation of the business of Gecko as it is currently conducted and as proposed to be conducted, or any act, product or service of Gecko, infringes or misappropriates the intellectual property of any third party or constitutes unfair competition or trade practices under the applicable laws of any jurisdiction. 10.07 This Agreement is made with Gecko in reliance upon Gecko’s representation to MCEL that Gecko is fully committed on the date of this Agreement to focusing primarily upon the development activities specified in the Statement of Work, and will not do anything, which would in any way be inconsistent with the other obligations of Gecko contemplated by this Agreement. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon10.08 NEITHER PARTY MAKES ANY PROMISES, inter aliaREPRESENTATIONS OR WARRANTIES, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breachWHETHER EXPRESSED OR IMPLIED, REGARDING OR RELATING TO ITS KNOW-HOW, PATENT RIGHTS, OR TO ANY OTHER INFORMATION OR MATERIAL FURNISHED OR PROVIDED TO THE OTHER PARTY PURSUANT TO THIS AGREEMENT OR OTHERWISE AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO SAID KNOW-HOW, PATENT RIGHTS, INFORMATION AND MATERIALS OR THEIR USE THEREOF. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes and 12.01 LICENSOR warrants to the Licensee that: - (a) the Licensor is the owner of the entire right, title and interest in and to the Licensed Patent and that it has the right to grant licenses hereunder; (b) the Licensor has rights and licences under PATENTS and KNOW-HOW as provided throughout this Agreement including, but not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubtlimited to, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always Rotavirus 89.12 strain and that this shall be without derogation to it has the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges 12.02 Nothing in this Agreement shall be construed as a warranty that PATENTS are valid or enforceable or that their exercise does not infringe any patent rights of THIRD PARTIES. Without having made an investigation or search, LICENSOR hereby warrants and agrees represents that it has no present knowledge from which it can be inferred that PATENTS are invalid or that their exercise would infringe patent rights of THIRD PARTIES or that the Licensee has entered into this Agreement Rotavirus 89.12 strain or the use thereof in reliance uponVACCINE infringes any patent rights of THIRD PARTIES. Subject to other provisions contained herein, inter aliaa holding of invalidity or unenforceability of any PATENT, from which no further appeal is or can be taken, shall not affect any obligation already accrued hereunder, but shall only eliminate royalties otherwise due under such PATENT from the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breachdate such holding becomes final. 5.3 Without prejudice to any other rights or remedies of the Licensee under 12.03 LICENSOR acknowledges that, in entering into this Agreement, LICENSEE has relied upon technical and clinical information and KNOW-HOW disclosed and/or supplied by or on behalf of LICENSOR and that LICENSEE has relied upon LICENSOR's obligation to disclose and/or supply further information pursuant to Paragraph(s) 6.01 and/or 6.02 hereof. LICENSOR warrants and represents that LICENSOR has no knowledge that the Licensor hereby covenants with technical and/or clinical information and/or KNOW-HOW disclosed and/or supplied to LICENSEE prior to the Licensee date of this Agreement is inaccurate in any material respect. LICENSOR warrants and represents that it will use its reasonable efforts to indemnify review the Licenseetechnical and/or clinical information and/or KNOW-HOW to be disclosed and/or supplied to LICENSEE under Paragraph(s) 6.01 and/or 6.02 hereof after the date of this Agreement for any inaccuracies therein and that, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by to the Indemnitees in consequence extent LICENSOR has any knowledge of any breach material inaccuracies in such technical and/or clinical information and/or KNOW-HOW, it shall inform LICENSEE of such inaccuracies. LICENSOR and LICENSEE warrant and represent to each other that they have not, up to the above warranties by the Licensor.date of this Agreement, omitted to disclose and/or supply to each

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes 10.1 Merchant warrants and warrants represents to the Licensee thatAllinpay: - (a) that each Card Transaction submitted hereunder will represent a bona fide sale to a cardholder by Merchant for the Licensor is amount shown on the owner related transaction record as the total sale and constitutes the binding obligation of the entire rightcardholder, title and interest in and to the Licensed Patent and has the right to grant licenses hereunderfree from any claim, demand, defense, setoff or other adverse claim whatsoever; (b) the Licensor has not knowingly granted and will not knowingly grant licenses that each transaction record or other rights evidence of a transaction will accurately describe the goods and services which have been sold and delivered to the Licensed Patent that are cardholder or in conflict accordance with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own usecardholder’s instructions; (c) the Licensor has the power that Merchant will comply fully with all laws, rules and authority regulations applicable to execute, deliver it and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreementbusiness; (d) that Merchant will fulfill completely all necessary action has been taken of its obligations to authorise its execution, delivery the cardholder and performance of this Agreementwill resolve any cardholder dispute or complaint directly with the cardholder; (e) this Agreement constitutes that the legal, valid signature on the sales slip will be genuine and binding obligations of the Licensor enforceable against him in accordance with its terms; andauthorized by cardholder and not forged or unauthorized; (f) no litigationthat each Card Transaction submitted hereunder shall have been consummated and the related transaction record prepared in full compliance with the provisions of the Acceptance Quick Guide and the operating regulations and rules of the applicable Card Associations; (g) that none of the Card Transactions submitted hereunder represent sales by telephone, arbitrationor mail, tax claimor Internet, dispute or administrative proceedings where the card is presently subsisting or pending ornot physically present at the Merchant’s location and processed through Merchant’s terminal, unless ▇▇▇▇▇▇▇▇ is specifically authorized in writing by ▇▇▇▇▇▇▇▇ to his knowledgesubmit such transaction records hereunder; (h) that, threatened or which is likely without limiting the generality of the foregoing, each Card Transaction submitted hereunder and the handling, retention, and storage of information related thereto, will comply with the rules and regulations of the Card Associations related to have a material adverse effect upon him or his ability cardholder and transaction information security, including without limitation those referred to perform in Clause 3.2; (i) that all of his the information contained in or provided pursuant to this Agreement is true and correct; (j) that Merchant shall keep strictly confidential the provisions of this Agreement, and all information and materials received from Allinpay in connection with Allinpay’s businesses and instruments provided by Allinpay, and will disclose the same only to such of its employees who require such information for the purposes of performing Merchant’s obligations under this Agreement; Merchant shall not and shall procure that its officers, employees and agents shall not without the prior written consent of Allinpay use or disclose any such information to any other person (except to Merchant’s agents for the sole purpose of assisting Merchant to complete or enforce Card Transactions or to ▇▇▇▇▇▇▇▇’s insurers and professional advisers) unless such disclosure is compelled by law or rules or regulations of the Card Associations; (k) that Merchant shall not submit any Card Transaction which is for the supply of gambling or pornographic goods or services without the prior written consent of Allinpay; (l) that Merchant shall not receive any cash payment from a cardholder with respect to charges for goods and/or services included in a Card Transaction; and (gm) that Merchant shall not engage in acceptance of practices or procedures that discriminate against or discourage the Licensor has not and will not enter into use of a card of a card type selected to be accepted by it hereunder in favour of any agreement or understanding, oral or writtenother competing card brand, and will shall not do anything, which would in promote any way be inconsistent other means of payment more actively than promoting payment with this Agreementa card of such card type (except for any privilege card issued by Merchant solely for the purpose of making purchases at Merchant or under any temporary promotion programme). 5.2 The Licensor acknowledges and agrees 10.2 In the event that any of the Licensee has entered into this Agreement warranties or representations in reliance upon, inter aliaClause 10.1 are breached, the representations and warranties set out in this Clause and breach of the terms of this Clause shall affected Card Transactions or transaction records may be considered as material breachrefused, or any prior acceptance may be revoked or any payment to Merchant may be charged back. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement10.3 NEITHER ALLINPAY, the Licensor hereby covenants with the Licensee to indemnify the LicenseeNOR ANY OF ITS RESPECTIVE SUPPLIERS MAKES ANY REPRESENTATIONS OR WARRANTIES, its Affiliates and/or its Sublicensee EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY EQUIPMENT (“Indemnitees”INCLUDING IMPRINTERS, AUTHORIZATION TERMINALS, DATA CAPTURE TERMINALS OR PRINTERS) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the LicensorOR ANY OF THE SERVICES FURNISHED HEREUNDER.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes 2.1 Each Grantor makes to each Licensee the following warranties and warrants to the Licensee that: -representations: (a) Each Grantor has the Licensor is the owner of the entire rightexclusive right to grant rights, title licenses, privileges, releases and interest in and immunities under or relating to the Licensed Patent Patents in the Licensed Fields including the rights, licenses, privileges, releases and immunities granted hereunder to such Licensee. (b) Each Grantor has the right to enter into this Agreement with each Grantee. Each Grantor has the power and authority to enter into this Agreement, to perform all of its duties and obligations under this Agreement and to grant licenses hereunder;all releases granted by such Grantor under this Agreement. (bc) the Licensor has not knowingly granted and will not knowingly grant licenses There are no liens, conveyances, mortgages, assignments, encumbrances or other rights agreements which would prevent or impair the full and complete exercise of all substantive rights, licenses, privileges, releases and immunities granted by Grantor to the Licensed Patent that are in conflict with each Licensee and such Licensee’s successors, assigns, and Permitted Agents and Customers pursuant to the terms and conditions in of this Agreement. (d) Neither Grantor has entered into nor shall enter into any agreements which would interfere with or derogate from the rights, Applicable Laws and/or licenses, privileges, releases and immunities granted by it to each Licensee and such Licensee’s successors, assigns, and Permitted Agents and Customers. (e) No royalty or other agreements entered fee or remuneration arising under the Licensed Patents is or shall be due to any third party for the Commercialization of Products by each Licensee or the manufacture or supply of Products for or to such Licensee. This paragraph shall not waive, restrict or otherwise limit the payment due to Grantor under Article 4 hereof. (f) There are no patents or applications for same owned or controlled by Grantor, one or more claims of which would be infringed by the Licensoruse or practice of the rights, privileges or immunities granted to such Grantee and such Licensee under this Agreement. (g) Grantor has no Japanese counterpart to any of the Licensed Patents. (h) Based on Grantor’s inherent knowledge and awareness of its and its subsidiaries’ issued patents and pending patent applications, Grantor has no knowledge of any claims in any currently issued or pending patent anywhere in the world, other than the Licensed Patents, that are currently owned or licensable by Grantor or any of its Subsidiaries and that Grantor or any of its Subsidiaries believes or suspects are or may be infringed by any products or services of the Grantees or their subsidiaries. For the avoidance of doubt, the Licensor nothing in this section shall not be entitled construed to part with, assign, license and/or encumber in any way deal with the Licensed Patent with manner whatsoever any third party patents, other than the LicenseeLicensed Patents, that are currently owned or licensable by Grantor or any of its Subsidiaries. Furthermore, as per section 3.6, nothing in this section applies to U.S. ▇▇▇. No. 6,285,746 B1 (including parents, continuations, continuations-in-part, divisions, renewals, extensions, re-exams, and reissues related thereto), which the parties explicitly agree is not subject always that to or affected by this shall be without derogation to Agreement in any manner whatsoever. 2.2 Each Grantee, severally and not jointly, makes the right of the Licensor to use the Licensed Patent for its own use;following warranties and representations: (ca) the Licensor Each Grantee has the power and authority to execute, deliver and perform the terms and provisions of enter into this Agreement and will continue to have such power perform all of its duties and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes 12.01. ADOLOR warrants and warrants to the Licensee that: - (a) the Licensor is the owner of represents that it owns or otherwise controls the entire right, title and interest in the PATENTS listed in APPENDIX A, or filed by or on behalf of ADOLOR pursuant to Section 7, and the KNOW-HOW provided to the Licensed Patent SB under this AGREEMENT, and that it otherwise has the right to grant licenses hereunder; (b) the Licensor has not knowingly granted enter into this AGREEMENT. ADOLOR further warrants and represents that it will not knowingly grant licenses or other rights to the Licensed Patent encumber any such PATENTS and KNOW-HOW with liens, mortgages, security interests which impair SB's rights. ADOLOR further warrants and represents that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or there is nothing in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right THIRD PARTY agreement ADOLOR has entered into as of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to executeEFFECTIVE DATE which, deliver and perform the terms and provisions of this Agreement and in any way, will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his limit ADOLOR's ability to perform all of his the obligations under this Agreement; and (g) the Licensor has not undertaken by ADOLOR hereunder, and that it will not enter into any agreement AGREEMENT after the EFFECTIVE DATE under which ADOLOR would incur any such limitations. 12.02. Nothing in this AGREEMENT shall be construed as a warranty that PATENTS are valid or understandingenforceable as of the EFFECTIVE DATE, oral or writtenthat they will be so during the effective term of this AGREEMENT. ADOLOR hereby warrants and represents that it has no present knowledge as of the EFFECTIVE DATE from which it can be inferred that PATENTS are invalid or that their exercise would infringe patent rights of THIRD PARTIES. 12.03. ADOLOR warrants and represents that it has not, up through and will not do anythingincluding the EFFECTIVE DATE, omitted to furnish SB with any information in its possession concerning PRODUCT in the FIELD or the transactions contemplated by this AGREEMENT, which would be material to SB's decision to enter into this AGREEMENT and to undertake the commitments and obligations set forth herein. 12.04. ADOLOR warrants and represents that it has no present knowledge of the existence of any pre-clinical or clinical data or information concerning the PRODUCT which it has not provided to SB prior to the EFFECTIVE DATE which suggests that there may exist quality, toxicity, safety and/or efficacy concerns which may materially impair the utility and/or safety of the PRODUCT. 12.05. ADOLOR warrants and represents that it will not knowingly engage in any way activity regarding development of PRODUCT in the FIELD outside of the TERRITORY or for ADOLOR's Topical Dermal Products, including, but not limited to, publication of preclinical or clinical data for PRODUCT or ADOLOR's Topical Dermal Product, which is or ought to be inconsistent with this Agreement. 5.2 The Licensor acknowledges and agrees that recognized by ADOLOR as posing a present or potential harm to the Licensee has development of PRODUCT in any country of the TERRITORY. Subject to any agreements entered into this Agreement prior to the EFFECTIVE DATE, ADOLOR further warrants that it will use its reasonable commercial efforts to require all of its AFFILIATES and sublicensees of PRODUCT in reliance upon, inter alia, the representations FIELD outside of the TERRITORY or ADOLOR's Topical Dermal Product to enter in a binding agreement with ADOLOR which contains the same warranty and warranties set out representation as outlined in this Clause Paragraph. ADOLOR further warrants and breach of represents that neither it nor its AFFILIATES, licensees or other agents shall promote the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees PRODUCT described in consequence of any breach of the above warranties by the Licensor.Paragraph 1.02

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes and warrants to the Licensee that: - (a) Seller hereby warrants and represents to TCF as follows: (i) Seller owns good and marketable fee simple title to the Licensor Real Property, and will convey such title at the Closing by special warranty deed subject only to the Permitted Encumbrances. (ii) Attached hereto as Exhibit B and hereby made a part hereof is a true and accurate summary of all leases, timber service agreements, licenses, permits, contracts and agreements affecting the owner of Real Property; the entire Leases remain in full force and effect, and have not been modified or amended, and except as set forth on Exhibit B, no consent is required to be obtained to assign Seller's right, title and interest in in, under and to the Licensed Patent Leases to TCF and to Seller's actual knowledge neither party thereto is in default in the observance or performance of any of its duties or obligations thereunder. (iii) There are no outstanding mineral leases affecting the Real Property and, to Seller's actual knowledge there are no current commercial mining activities occurring on the Red Property and no mining permits are currently issued and outstanding with respect to the Real Property or any portion thereof. (iv) There is no pending or, to Seller's actual knowledge, threatened action or proceeding (including, but not limited to, any condemnation or eminent domain action or proceeding) before any court, governmental agency or arbitrator which may adversely affect Seller's ability to perform this Agreement or which may affect the Real Property. (v) To Seller's actual knowledge, the Real Property is in compliance with all statutes, ordinances, rules, regulations, orders and requirements of all federal, state and local authorities and any other governmental entity having jurisdiction over the Real Property; and Seller has not received any notice from any such governmental entity of any violation of any of the aforesaid statutes, ordinances, rules, regulations, orders and requirements. (vi) Seller has the right to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreementfull capacity, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to executeenter into this Agreement and fully perform its obligations hereunder, deliver subject however to the final approval by its Board of Directors at its next regularly scheduled meeting currently planned to be held on December 17, 2002, and the final approval of its parent corporation's Board of Directors at its next regularly scheduled meeting, currently planned to be held on December 18, 2002. (vii) This Agreement and the performance hereof by Seller will not contravene any law or contractual restriction binding on Seller. (viii) Subject to subparagraphs (vi) and (ix) herein, Seller has the full right, power, and authority to enter into and perform this Agreement; and no consent, approval, order or authorization of any court or other governmental entity is required to be obtained by Seller in connection with the terms execution and provisions delivery of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement;or the performance hereof by Seller. (dix) all necessary action This Agreement has been taken duly executed and delivered by Seller and is subject to authorise its executionapproval by Seller's Board of Directors and P. H. Glatfelter's Board of Directors, delivery and performance of this Agreement; (e) this Agreement which, if granted; constitutes the legal, valid and binding obligations obligation of the Licensor Seller, enforceable against him Seller in accordance with its terms; andterms subject to applicable bankruptcy, insolvency and other similar laws affecting the enforceability of creditors' rights generally and the discretion of the courts with respect to equitable remedies. (fx) No portion of the Real Property has ever been used by Seller or by any third party with the affirmative consent of Seller as a land fill or as a dump to receive garbage, refuse, or waste, whether or not hazardous, and to Seller's actual knowledge there is and has been no litigationHazardous Waste stored, arbitrationhandled, tax claiminstalled or disposed in, dispute on or administrative proceedings is presently subsisting about the Real Property. For purposes of this warranty, the term "Hazardous Waste" means any such materials, waste, contaminates, petroleum, crude oil or pending or, any fraction thereof or other substances as defined by cumulative reference to his knowledge, threatened or which is likely the following sources as amended from time to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and time: (gi) the Licensor has not Resource Conservation and will not enter into any agreement or understandingRecovery Act of 1976, oral or written42 USC Section 6901 et. seq. (RCRA); (ii) the Comprehensive Environmental Response, Compensation and will not do anythingLiability Act of 1980, which would in any way be inconsistent with this Agreement42 USC Section 9601 et. seq. (CERCLA); (iii) the Hazardous Materials Transportation Act, 49 USC Section 1801, et. seq. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach ; (iv) applicable laws of the terms State of this Clause shall be considered as material breach. 5.3 Without prejudice Maryland; and (v) any federal, state or local regulations, rules or orders issued or promulgated under or pursuant to any other rights or remedies of the Licensee under this Agreementforegoing or otherwise by any department, agency or other administrative, regulatory or judicial body. To Seller's actual knowledge there are no underground storage tanks situated in the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall Property nor have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensorsuch tanks been previously situated thereon.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes and Retrocedant's warranties 17.1 The Retrocedant warrants to the Licensee Retrocessionaire that: -, as at the date of this Agreement and as of the date on which the parties entered into Addendum Number 2: (a) it has the Licensor is the owner of the entire right, title power and interest authority to enter into and perform this Agreement and this Agreement constitutes binding obligations on the Retrocedant in accordance with its terms and to the Licensed Patent and has the right to grant licenses hereunderwill not breach any applicable law, judgment, court decision, decree, injunction, order or decision of any court or arbitration panel; (b) the Licensor execution and delivery of this Agreement by the Retrocedant and the performance of, and compliance with, its terms and provisions will not conflict with, or result in a breach of, or constitute a default under, the articles governing it or any order or judgment that applies to or binds it or any of its property; and (c) the Retrocedant is not insolvent or bankrupt under the laws of its jurisdiction of incorporation, or unable to pay its debts as they fall due or has not knowingly granted proposed or is liable to any arrangement (whether by court process or otherwise) under which its creditors (or any group of them) would receive less than the amounts due to them. There are no proceedings in relation to any compromise or arrangement with creditors or any winding up, bankruptcy or insolvency proceedings concerning the Retrocedant. No steps have been taken to enforce any security over the assets of the Retrocedant and no event has occurred to give the right to enforce such security. No step has been taken, proposed or threatened in any applicable jurisdiction to initiate any process by or under which the Retrocedant has been or may be liquidated, dissolved or struck off or placed into administration or no composition has ever been made against the Retrocedant and no composition has ever been made with the Retrocedant's creditors generally in satisfaction of its debts. 17.2 The Retrocessionaire warrants to the Retrocedant that, as at the date of this Agreement and as of the date on which the parties entered into Addendum Number 2: (a) it has the right, power and authority to enter into and perform this Agreement and this Agreement constitutes binding obligations on the Retrocessionaire in accordance with its terms and will not knowingly grant licenses breach any applicable law, judgment, court decision, decree, injunction, order or other rights to decision of any court or arbitration panel; (b) the Licensed Patent that are in conflict with execution and delivery of this Agreement by the Retrocessionaire and the performance of, and compliance with, its terms and conditions provisions will not conflict with, or result in this Agreementa breach of, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubtor constitute a default under, the Licensor shall not be entitled articles governing it or any order or judgment that applies to part with, assign, license and/or in or binds it or any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own useproperty; (c) the Licensor Retrocessionaire is not insolvent or bankrupt under the laws of its jurisdiction of incorporation, or unable to pay its debts as they fall due or has proposed or is liable to any arrangement (whether by court process or otherwise) under which its creditors (or any group of them) would receive less than the power amounts due to them. There are no proceedings in relation to any compromise or arrangement with creditors or any winding up, bankruptcy or insolvency proceedings concerning the Retrocessionaire. No steps have been taken to enforce any security over the assets of the Retrocessionaire and authority no event has occurred to executegive the right to enforce such security. No step has been taken, deliver proposed or threatened in any applicable jurisdiction to initiate any process by or under which the Retrocessionaire has been or may be liquidated, dissolved or struck off or placed into administration or no composition has ever been made against the Retrocessionaire and perform no composition has ever been made with the terms and provisions Retrocessionaire’s creditors generally in satisfaction of its debts; and, (d) FWD Fuji Life SP is the sole Segregated Portfolio established by the Company. 17.3 On the date of this Agreement and will continue for as long as the Retrocessionaire has outstanding obligations under this Agreement, the Retrocessionaire represents and warrants that it has made all filings and obtained all the consents and approvals from Governmental Authorities required for the conduct of its business except for those filings, consents or approvals which would not, individually or in the aggregate, have a material adverse effect on the Retrocessionaire's ability to have such power and authority to execute and perform its obligations under this Agreement;. As at the date on which the parties entered into Addendum Number 2, the Retrocessionaire repeats the representation and warranty given in this Clause 17.3. (d) all necessary action has been taken 17.4 On the date of Addendum No. 2 to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid Retrocessionaire represents and binding obligations warrants the accuracy and completeness of the Licensor enforceable against him information and matters reflected in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, the documents disclosed by the Retrocessionaire to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties Retrocedant as set out in this Clause and breach of the terms of this Clause shall be considered as material breachAdditional Disclosure File. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor hereby represents18.01 CPG warrants that as indicated in Appendix A and B, undertakes it either owns sole or joint title, has exclusive license rights or has an exclusive option to license PATENTS and warrants to the Licensee that: KNOW- (a) the Licensor is the owner of the entire right, title and interest in and to the Licensed Patent HOW and has the right to enter into this Agreement. CPG further warrants that it (and no other THIRD PARTY) has or will obtain the sole right to grant licenses hereunder;under any PATENTS and KNOW HOW listed in Appendix A and B. CPG further warrants that Appendix A contains the complete list of PATENTS it owns or controls on the Effective Date. (b) the Licensor 18.02 Nothing in this Agreement shall be construed as a warranty that PATENTS are valid or enforceable or that their exercise does not infringe any patent rights of THIRD PARTIES. CPG hereby represents that, it has not knowingly granted and will not knowingly grant licenses no present knowledge that has caused it to believe that PATENTS are invalid or other that their exercise would infringe patent rights of THIRD PARTIES, including claims to the Licensed Patent that are ownership thereof. 18.03 CPG acknowledges that, in conflict with the terms and conditions in entering into this Agreement, Applicable Laws SB has relied or will rely upon information supplied by CPG, information to be supplied by CPG, and information which CPG has caused or will cause to be supplied to SB by CPG’s agents and representatives pursuant to that certain Confidentiality Agreement signed by SB on June 2, 1997 and by Qiagen GmbH on June 5, 1997 (all of such information being hereinafter referred to collectively as “Product Information”). CPG warrants and represents that so far as it is aware the Product Information related to ADJUVANT and/or TECHNOLOGY is and will be accurate and complete in all material respects and that it has undertaken such other agreements entered by the Licensorsteps as are necessary to ascertain such accuracy and completeness. For the avoidance of doubtSubject to CPG’s compliance with its warranty as to accuracy and completeness above, the Licensor shall SB accepts it will not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always contest Product Information as supplied. CPG further warrants and represents that this shall be without derogation to the right best of its knowledge it has supplied to SB such and will supply information concerning TECHNOLOGY and ADJUVANT as CPG believes is material to a determination of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations value of the Licensor enforceable against him in accordance with TECHNOLOGY being licensed to SB hereunder. 18.04 CPG warrants and represents that its terms; and (f) directors, scientists, consultants and representatives have no litigationknowledge as of the Effective Date of the existence of any pre-clinical or clinical data or information concerning the TECHNOLOGY ADJUVANTS that have caused CPG to believe that there may exist toxicity, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or safety and/or efficacy concerns which is are likely to have a material adverse effect upon him or his ability to perform all materially impair the utility and/or safety of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this AgreementADJUVANTS. 5.2 The Licensor acknowledges and agrees 18.05 CPG warrants that the Licensee License Agreement between CPG and IOWA dated March 31, 1997 and the License Agreement between ISIS Pharmaceuticals Inc. and CPG dated August 6, 1998 are still in full force and effect on the Effective Date and that said agreements are the complete list of license agreements which CPG has entered into this Agreement in reliance upon, inter alia, the representations FIELD on the Effective Date. 18.06 The parties expressly disclaim any and all implied or express warranties set out in this Clause and breach make no express or implied warranties of merchantability or fitness for a particular purpose or non infringement of the terms technology or products contemplated by this Agreement. Neither party shall have any liability with respect to any subject matter of this Clause shall be considered as material breachagreement under any contract, negligence, strict liability or other incidental, consequential or punitive damages or lost profits. 5.3 Without prejudice to any other rights or remedies 18.07 SB warrants that during the term of the Licensee under this Agreement, it shall not oppose the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the LicensorPATENTS.

Warranties and Representations. 5.1 The Licensor hereby representsBUYER acknowledges that the BUYER has not been influenced to enter into this transaction nor has he relied upon any warranties or representation not set forth or incorporated in this agreement or previously made in writing, undertakes except for the following additional warranties and warrants to the Licensee that: -representation: (a) SELLER is a Massachusetts limited liability company, validly existing and in good standing under the Licensor is the owner laws of the entire rightCommonwealth of Massachusetts, title and interest SELLER is not insolvent; this agreement has been and all the documents executed by SELLER that are to be delivered to BUYER at the Closing will be duly authorized, executed, and delivered by SELLER and are, and in the case of documents executed by SELLER to be delivered hereunder, will be, legal, valid, and binding obligations of SELLER enforceable against SELLER in accordance with their respective terms (except to the Licensed Patent extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and has other principles relating to or limiting the right of contracting parties generally), will be sufficient to grant licenses hereunder;convey title (if they purport to do so), and do not, and will not at the time of the Closing, violate any provision of any agreement to which Seller is a party or to which it is subject. (b) To the Licensor best of SELLER's knowledge and belief there is not now and has never been in the premises any urea formaldehyde foam insulation (UFFI), or asbestos, or lead paint or unsafe concentrations of radon gas or underground storage tanks, but SELLER has not knowingly granted and will not knowingly grant licenses tested for UFFI, asbestos, lead paint or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use;radon gas. (c) SELLER is not aware of any past, pending or future litigation with regard to the Licensor has the power and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreementpremises; (d) all necessary action SELLER has been taken no knowledge of the existence of facts or circumstances relative to authorise its execution, delivery and performance third parties asserting claims to use or ownership of this Agreementany portion of the premises; (e) this Agreement constitutes To the legalbest of SELLER's knowledge there are no lawsuits currently pending or threatened by or against the Unit Owners Organization, valid and binding obligations the developer of the Licensor enforceable against him in accordance with its terms; andcondominium or any contractor regarding the construction or physical condition of the condominium buildings, common areas and facilities, or any portion thereof, that would affect the ownership, use or enjoyment of the Unit being sold hereunder; (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, The copies of the Condominium Documents delivered to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform the BUYER are true and complete copies of all of his obligations under this Agreement; and (g) the Licensor has not Condominium Documents, as now in force and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreementeffect. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor Subordinated Lender and the Borrower hereby represents, undertakes warrant and warrants represent to and for the Licensee that: - (a) the Licensor is the owner benefit of the entire right, title Bank as follows: The Subordinated Lender and interest in and to the Licensed Patent and has the right to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the Borrower have full power and authority to execute, deliver own its assets and carry on the business currently carried on by it and enter into and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform comply with its obligations under all loan agreements, credit agreements, facility letters and all other credit facility documents made or to be made between the Bank and the Borrower whether or not any other person is a party thereto which shall include all standard terms and conditions of the Bank thereto (the “Lending Documents”) and under Security Documents (defined below) (collectively, the “Transaction Documents”); and to create the security expressed to be created by this Agreement; Deed together with all other documents executed or to be executed as guarantee, indemnity or security whether by the Subordinated Lender, the Borrower or any other party for the obligations of the Borrower under or in connection with the Lending Documents (dthe “Security Documents”). All actions, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order (i) to enable the Subordinated Lender and the Borrower lawfully to enter into, exercise its rights (if any) and perform and comply with its obligations under the Transaction Documents (including granting the security expressed to be created by the Security Documents), (ii) to ensure that those obligations and such security are valid, legally binding and enforceable and in the case of such security, will at all necessary action has times rank ahead of any other present or future security on or over the same assets or any part thereof and (iii) to make each of the Transaction Documents admissible in evidence in the courts of Singapore, have been taken taken, fulfilled and done. The obligations of the Subordinated Lender and the Borrower under the Transaction Documents and the security expressed to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes be created by the Security Documents are legal, valid and binding obligations of the Licensor obligations, enforceable against him in accordance with its their respective terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and in the case of such security, will not do anything, which would in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach at all times rank ahead of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights present or remedies of future security on or over the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred same assets or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensorpart thereof.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes 12.1 LICENSOR represents and warrants to the Licensee LICENSEE that: -: (ai) Except with respect to the Licensor is the owner rights of the entire rightUnited States Government pursuant to 35 U.S.C. 202 et seq. and the rights retained by SCRIPPS for educational and research purposes in the SCRIPPS PATENT RIGHTS, title and interest in LICENSOR warrants that it has exclusive rights by agreement, assignment or license to SCRIPPS' rights to the SCRIPPS PATENT RIGHTS and to the Licensed Patent ORTHO PATENT RIGHTS and that it has the right to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the full power and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue the obligations hereunder; (ii) Other than the aforesaid rights of the United States Government, and SCRIPPS, LICENSOR is not aware of any claims by any third parties to have such power and authority an ownership interest in the PATENT RIGHTS licensed to execute and perform its obligations LICENSEE under this Agreement; (diii) all necessary The SCRIPPS AGREEMENT is in full force and effect as of the EFFECTIVE DATE of this SUBLICENSE AGREEMENT and LICENSOR is not in material breach of the SCRIPPS AGREEMENT nor has LICENSOR received any notice of default or termination from SCRIPPS under the SCRIPPS AGREEMENT, nor is LICENSOR aware of any action has been taken or omission which, with the giving of notice or the passage of time, would constitute a default under the SCRIPPS AGREEMENT. 12.2 During the term of this Agreement, LICENSOR agrees to authorise its comply with the provisions of the SCRIPPS AGREEMENT to prevent termination of LICENSOR's rights to the SCRIPPS PATENT RIGHTS and to preserve the rights granted to LICENSEE hereunder. 12.3 Each party hereby warrants that the execution, delivery and performance of this Agreement;SUBLICENSE AGREEMENT has been duly approved and authorized by all necessary corporate actions of both parties; do not require any shareholder approval which has not been obtained or the approval and consent of any trustee or the holders of any indebtedness of either party; do not contravene any law, regulation, rules or order binding on either Party, and do not contravene the provisions of or constitute a default under any indenture, mortgage contract or other agreement or instrument to which either party is a signatory. (e) 12.4 Nothing in this Agreement constitutes SUBLICENSE AGREEMENT shall be construed as a representation or a warranty by LICENSOR as to the legalvalidity or scope of any patent within the PATENT RIGHTS or that any process practiced or anything made, valid and binding obligations of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute USED or administrative proceedings is presently subsisting SOLD under any license or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations immunity granted under this Agreement; and (g) the Licensor has not and SUBLICENSE AGREEMENT is or will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreementfree from infringement of patents of third parties. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor hereby representsMerchant warrants, undertakes represents and warrants covenants to the Licensee Global and Member that: - (a) each sales transaction delivered hereunder will represent a bona fide sale to a cardholder by Merchant for the Licensor is amount shown on the owner sales draft as the total sale and constitutes the binding obligation of the entire rightcardholder, title and interest in and to the Licensed Patent and has the right to grant licenses hereunder; free from any claim, demand, defence, setoff or other adverse claim whatsoever; (b) the Licensor has not knowingly granted and will not knowingly grant licenses each sales draft or other rights evidence of indebtedness will accurately describe the goods and services that have been sold and delivered to the Licensed Patent that are cardholder or in conflict accordance with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; his/her instructions; (c) the Licensor has the power Merchant will comply fully with all federal, provincial and authority local laws, rules and regulations applicable to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; business; (d) Merchant will fulfill completely all necessary action has been taken of its obligations to authorise its execution, delivery the cardholder and performance of this Agreement; will resolve any customer dispute or complaint directly with the cardholder; (e) this Agreement constitutes the legal, valid signature on the sales draft will be genuine and binding obligations of the Licensor enforceable against him in accordance with its termsauthorized by cardholder and not forged or unauthorized; and (f) no litigationthe sales transaction shall have been consummated and the sales draft prepared in full compliance with the provisions of the Card Acceptance Guide and the operating regulations and rules of the applicable payment network, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, as amended from time to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreementtime; and (g) transaction information, including cardholder names and account numbers, shall be used solely to complete the Licensor has transaction or to re-present a chargeback with respect to such transaction, and the handling, retention and storage of transaction information will comply with the provisions of the Card Acceptance Guide, applicable laws and the operating regulations and rules of the payment networks, including without limitation the PCI Data Security Standard, as any of which may be modified from time to time; (h) none of the sales transactions submitted hereunder represent sales by telephone, or mail, or Internet, or where the card is not physically present at the Merchant’s location and swiped through Merchant’s terminal, unless Merchant is specifically authorized on the Merchant Application to submit such sales drafts for purchase; (i) Merchant will not enter into submit a transaction to Global and Member for processing until the goods are shipped or services performed, as applicable, unless otherwise permitted by the payment networks; (j) none of the sales transactions submitted hereunder for purchase represent sales to any agreement principal, partner, proprietor, or understandingowner of Merchant; (k) all of the information contained in the Merchant Application is true and correct; and (l) Merchant is not a resident of the U.S. and is not subject to U.S. taxes. In the event that any foregoing warranty, oral representation or written, and will not do anything, which would in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter aliacovenant is breached, the representations affected transaction may be refused, or prior acceptance revoked and warranties set out in this Clause and breach charged back to the Merchant. Furthermore, if Merchant submits for purchase hereunder a transaction that is not the result of a sale of Merchant’s goods or services offered to the terms of this Clause shall be considered as material breach. 5.3 Without prejudice general public, or if Merchant submits any transactions for purchase hereunder which represents a sale to any other rights principal, partner, proprietor, or remedies owner of the Licensee under this AgreementMerchant, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.such

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes and 14.1 KOSAN warrants to the Licensee that: - (a) the Licensor is the owner that as of the entire EFFECTIVE DATE it owns or exclusively controls by agreement, assignment or license right, title and interest in the KOSAN PATENT RIGHTS and to the Licensed Patent KOSAN KNOW-HOW and that it has the right to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the full power and authority to execute, deliver and perform this AGREEMENT and the terms obligations hereunder. 14.2 KOSAN expressly warrants and provisions represents that it has no outstanding encumbrances or agreements, either written, oral, or implied, in connection herewith that are inconsistent with the rights granted herein, and that it has not granted and will not grant during the term of this Agreement AGREEMENT or any renewal hereof, any rights, license, consent or privilege that conflict with the rights granted herein. 14.3 LICENSEE expressly warrants and represents that it has no outstanding encumbrances or agreements, either written, oral, or implied, in connection herewith that are inconsistent with the obligations undertaken by LICENSEE herein, and that it has not entered into, and during the term of this AGREEMENT or any renewal hereof will continue to have such not enter into, any agreements, either written, oral, or implied, that conflict with the rights granted, and obligations undertaken, by LICENSEE herein. 14.4 Each party expressly represents and warrants that it has the full power and authority to execute enter into this AGREEMENT and perform its obligations under this Agreement;to carry out the transactions contemplated hereby. (d) all necessary action has been taken to authorise its 14.5 Each party hereby warrants that the execution, delivery and performance of this Agreement;AGREEMENT has been duly approved and authorized by all necessary corporate or partnership actions of both parties: do not require any shareholder or partnership approval which has not been obtained or the approval and consent of any trustee or the holders of any indebtedness of either party; do not contravene any law, regulation, rules or order binding on either party, and do not contravene the provisions of or constitute a default under any indenture, mortgage, contract or other agreement or instrument to which either party is a signatory. (e) this Agreement constitutes 14.6 Each party hereby represents and warrants that to the legalextent the United States government has any interest in the KOSAN PATENT RIGHTS as a result of government funded research, valid that it will continue to make good faith efforts to comply in all respects with the applicable provisions of any applicable law, regulation, or requirement by the U.S. Government relating to the KOSAN PATENT RIGHTS and binding obligations shall make reasonable efforts to ensure that such laws, regulations and requirements are fulfilled with respect to the KOSAN PATENT RIGHTS including without limitation the provisions of 35 U.S.C. Section 202. Each party agrees that it will make good faith efforts to ensure that all necessary steps are taken to comply with the requirements of 35 U.S.C. Section 202 ET SEQ. and 37 C.F.R. Section 401.1 ET SEQ. to retain the maximum rights under the KOSAN PATENT RIGHTS allowable by law. LICENSEE and KOSAN agree that it will provide the necessary reports and information required to comply with 35 U.S.C. Sec. 202 et seq. and 37 C.F.R. Section 401.1 et seq., including periodic reports on utilization or efforts at utilization of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) inventions covered by the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this AgreementKOSAN PATENT RIGHTS. 5.2 The Licensor acknowledges 14.7 KOSAN and agrees LICENSEE each specifically disclaim that the Licensee has entered into this Agreement RESEARCH PROGRAM or the DEVELOPMENT will be successful, in reliance uponwhole or part or that any clinical or other studies undertaken by it will be successful. KOSAN AND LICENSEE EXPRESSLY DISCLAIM ANY WARRANTIES OR CONDITIONS, inter aliaEXPRESS, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breachIMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE CONFIDENTIAL INFORMATION, OR KOSAN PATENT RIGHTS OR KNOW-HOW, LICENSED COMPOUNDS, RESERVED COMPOUNDS, NCEs OR PRODUCTS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF ANY INTELLECTUAL PROPERTY, PATENTED OR UNPATENTED, OR NON-INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes Merchant warrants and warrants represents to the Licensee thatGlobal Direct and Member: - (a) that each sales transaction delivered hereunder will represent a bona fide sale to a card holder by Merchant for the Licensor is amount shown on the owner sales slip as the total sale and constitutes the binding obligation of the entire rightcard holder, title and interest in and to the Licensed Patent and has the right to grant licenses hereunder; free from any claim, demand, defense, setoff or other adverse claim whatsoever; (b) that each sales slip or other evidence of indebtedness will accurately describe the Licensor has not knowingly granted goods and services which have been sold and delivered to the card holder or in accordance with his instructions; (c) that Merchant will comply fully with all federal, state and local laws, rules and regulations applicable to its business; (d) that Merchant will fulfill completely all of its obligations to the cardholder and will resolve any customer dispute or complaint directly with the card holder; (e) that the signature on the sales slip will be genuine and authorized by cardholder and not knowingly grant licenses forged or unauthorized; (f) that the sales transaction shall have been consummated and the sales slip prepared in full compliance with the provisions of the Card Acceptance Guide and the operating regulations and rules of the applicable card association or network organization, as amended from time to time; (g) that none of the sales transactions submitted hereunder represent sales by telephone, or mail, or Internet, or where the card is not physically present at the Merchant’s location and swiped through Merchant’s terminal, unless Merchant is specifically authorized in writing by Global Direct to submit such sales slips for purchase, (h) that none of the sales transactions submitted hereunder for purchase represent sales to any principal, partner, proprietor, or owner of Merchant, (i) that, without limiting the generality of the foregoing, each sales transaction submitted hereunder and the handling, retention, and storage of information related thereto, will comply with the rules and regulations of Visa, MasterCard, Discover, American Express, PayPal and any other card association or network organization related to card holder and transaction information security, including without limitation Payment Card Industry (PCI) Data Security Standards, Visa’s Cardholder Information Security Program and MasterCard’s Site Data Protection Program, and (j) that all of the information contained in this Merchant Application and Service Agreement is true and correct. In the event that any of the foregoing warranties or representations is breached, the affected sales slips or other rights indebtedness may be refused, or prior acceptance revoked and charged back to the Licensed Patent Merchant. Furthermore, if Merchant submits for purchase hereunder a sales transaction that are in conflict with is not the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance result of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation a sale of Merchant’s goods or services offered to the right general public or if Merchant submits any sales transactions for purchase hereunder which represents a sale to any principal, partner, proprietor, or owner of the Licensor Merchant, such sales transaction may be refused or charged back. Merchant must notify Global Direct if Merchant elects to use the Licensed Patent terminal service of American Express, Novus, or any other third party provider. If Merchant elects to use a third- party terminal provider, that provider becomes Merchant’s agent for its own use; the delivery of card transactions to Global via the applicable card processing network. Merchant agrees to assume full responsibility and liability for any failure of such agent to comply with the operating regulations and rules of the applicable card association or network organization, including without limitation any violation, which results in a chargeback to the Merchant. Merchant also agrees that the obligation hereunder to reimburse the Merchant for the value of the card transactions captured by an agent is limited to the value of the transactions (less applicable fees) received by the card processing network from the agent. NEITHER MEMBER, NOR GLOBAL DIRECT, NOR ANY SUPPLIER MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY TERMINAL, ANY EQUIPMENT FURNISHED IN CONNECTION THEREWITH, OR ANY OF THE SERVICES FURNISHED HEREUNDER. Internal Revenue Service (“IRS”) Reporting Merchant herby warrants and certifies that: (i) the taxpayer identification number (“TIN”) provided on the Merchant Application is Merchant’s true and correct TIN; (ii) Merchant is not subject to backup withholding because (a) Merchant is exempt from backup withholding, (b) Merchant has not been notified by the IRS that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the Licensor IRS has the power notified Merchant that it is no longer subject to backup withholding, and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (diii) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations Merchant is a citizen of the Licensor enforceable against him United States of America (“U.S.”) or other U.S. person. (For federal tax purposes, Merchant is considered a U.S. person if Merchant is: an individual who is a U.S. citizen, or U.S. resident alien, partnership, corporation, company or association created or organized in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute the United States or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all under the laws of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or writtenUnited States, and will not do anythingestate (other than a foreign estate), which would or a domestic trust (as defined in any way be inconsistent with this Agreementthe Internal Revenue Code section 301.7701-7. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.))

Warranties and Representations. 5.1 10.1 The Licensor hereby represents, undertakes Licensee warrants and warrants represents to the Licensee DACS that: -: (a) the Licensor is the owner it has full right and title to enter into this Agreement; (b) its use of the entire Work shall not reflect adversely on the image, goodwill or reputation of DACS or the Artist; (c) it will not reproduce any Work in any material or in any way which is illegal, obscene, pornographic, indecent, defamatory or constitutes a malicious falsehood, constitutes an infringement of third party rights, or an invasion of privacy; (d) unless expressly permitted in the Term Sheet, it will not include any Work or part thereof in a promotional or sponsorship message for the Licensee or any third party; (e) it will not alter or adapt any Work or do any act which may infringe the moral rights of the Artist, unless expressly set out herein or as expressly agreed in writing by the Artist; (f) each and every one of the Licensed Publications, including the packaging, labels, containers, advertisements and/or related material (if any) shall contain the Credit; (g) it will not at any time do or suffer to be done any act or thing which will in any way impair or affect the copyright in the Work; (h) it will ensure that no exploitation of the Licensed Publication shall facilitate or encourage reproduction by unlicensed third parties of a Work alone and out of context; and (i) it will co-operate fully and in good faith with DACS and / or the Artist for the purpose of securing or preserving their rights in and to the Work. 10.2 The Licensee hereby indemnifies and agrees to indemnify and save and hold the Artist and DACS harmless and to keep the Artist and DACS at all times fully and completely indemnified of, against and from any claims, actions, proceedings, liability, loss, damage, costs and expenses which the Artist and/or DACS incur or suffer by reason of the Licensee being in breach of or failing to perform or which arise out of any non-performance by the Licensee of any of the warranties in Clause 10.1 or arising out of any claim by a third party claiming relief against the Artist or DACS by reason of the exercise of the rights granted in this Agreement. 10.3 DACS warrants and represents to the Licensee that it has been granted the right to enter into this Agreement by the Artist. DACS warrants that, to the best of its knowledge and belief, the Artist owns and/or controls all right, title and interest in and to the Licensed Patent and has copyright in the right to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are Work, unless otherwise advised in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensorwriting. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties Save as set out in this Clause and breach clause, DACS gives no warranties, representations or undertakings in respect of the terms of this Clause shall be considered as material breachWork. 5.3 Without prejudice 10.4 DACS hereby indemnifies and agrees to any other rights or remedies of indemnify and save and hold the Licensee under this Agreement, the Licensor hereby covenants with harmless and to keep the Licensee to indemnify the Licenseeat all times fully and completely indemnified of, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual lossesfrom any claims, damages and actions, proceedings, liability, loss, damage, costs and expenses that shall have directly suffered, incurred which the Licensee incurs or sustained suffers by the Indemnitees reason of DACS being in consequence of any breach of or failing to perform any of the above warranties by the Licensor.in Clause Error! 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Warranties and Representations. 5.1 The Licensor hereby represents, undertakes Dealer represents and warrants to that at the Licensee that: - (a) the Licensor is the owner time of the entire right, title and interest in and to the Licensed Patent and has the right to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to execute, deliver and perform the terms and provisions execution of this Agreement and will continue at the time of each advance hereunder: (a) Dealer is in good standing, is qualified and licensed to have such power do business in each jurisdiction in which the nature of its business or property so requires, does not conduct business under any trade styles or trade names except as disclosed by the Dealer to CDF in writing and has all the necessary authority to execute enter into and perform this Agreement and Dealer will not violate its organizational documents, or any law, regulation or agreement binding upon it, by entering into or performing its obligations under this Agreement; ; (b) Dealer keeps its records respecting Accounts and chattel paper at its chief executive office identified below, and the only locations at which Collateral is located have been or will be disclosed by the Dealer to CDF in writing prior to the execution of this Agreement (together with additional locations of Dealer in the United States with respect to which Dealer gives CDF at least thirty (30) days prior written notice, “Permitted Locations”); (c) this Agreement correctly sets forth Dealer’s true legal name, the type of its organization (if not an individual), the state in which Dealer is incorporated or otherwise organized, and Dealer’s organizational identification number, if any; (d) all necessary action has been taken information supplied by Dealer to authorise its executionCDF, delivery including any financial, credit or accounting statements or application for credit, in connection with this Agreement is true, correct and performance of this Agreement; complete; (e) this Agreement constitutes the legalall advances and other transactions hereunder are for business purposes and not for personal, valid and binding obligations of the Licensor enforceable against him in accordance with its termsfamily, household or any other consumer purposes; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, Dealer has good title to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this AgreementCollateral; and (g) there are no actions or proceedings pending or threatened against Dealer which might result in any material adverse change in Dealer’s financial or business condition; (h) when requested by CDF, Dealer will provide CDF with a copy of Dealer’s organizational documents, and will provide any subsequent amendments thereto bearing indicia of filing from the Licensor has not appropriate governmental authority, or such other documents verifying Dealer’s true and correct legal name as CDF may request from time to time; and (i) CDF’s security interest in the Accounts will at all times constitute a perfected, first security interest in such Accounts and will not enter into any agreement become subordinate to the security interest or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence claim of any breach of the above warranties by the LicensorEntity.

Warranties and Representations. 5.1 The Licensor In the capacity of the Chairman of NAMI, the Seller hereby represents, undertakes warrants and warrants represents to the Licensee that: -Purchaser as follows: (a) NAMI is duly organized and validly existing under the laws of the United States of America and the Seller has all requisite powers and authority to sell and transfer the Sale Stocks without the consent of any third party; (b) there are no agreements, arrangements or transactions (whether oral or written, proposed or pending) to which the Seller is a party or which is binding on him or any of his assets and results or will result in the creation of, or oblige him to: (i) create any Encumbrance over any of the Sale Stocks; (ii) create any option or right over any of the Sale Stocks; and/or (iii) dispose, transfer or deal in any manner whatsoever any of the Sale Stocks; (c) the Seller has full legal right, authority and power to enter into and bind himself to this Agreement and to exercise his rights and perform his obligations hereunder; (d) this Agreement constitutes the valid and legally binding obligations of the Seller, enforceable against him in accordance with the terms hereof; (e) compliance with the terms of this Agreement does not and will not conflict with or result in the breach or constitute a default under any provisions of the NAMI’s constitution documents or under any terms, conditions and provisions of any agreements, deeds, instruments or documents to which the Seller is now a party or any order, judgment, award, injunction, decree, law, ordinance or regulation or any other restriction of any kind or character to which the Seller or any of his property is subject or bound by; and (f) NAMI is not in receivership or liquidation, no steps have been taken to put NAMI into receivership or liquidation, no petition has been presented or resolution passed or proposed for the winding up of NAMI and there are no grounds on which a petition or application or other step could be based or taken for the winding up or appointment of a receiver of NAMI. 5.2 The Seller makes no warranties whatsoever on the future value of the Sale Stocks. It is also hereby agreed between the Parties that the Seller shall not be liable nor shall the Seller indemnify or keep indemnified the Purchaser at any time for any losses, costs or expenses which the Purchaser may suffer or incur, in respect of the sale and purchase of the Sale Stocks. 5.3 The Purchaser hereby warrants and represents to the Seller as follows: (a) the Licensor is the owner of the entire Purchaser has full legal right, title authority and interest in power to enter into and bind himself/herself to this Agreement and to the Licensed Patent exercise his/her rights and has the right to grant licenses perform his/her obligations hereunder; (b) this Agreement constitutes the Licensor has not knowingly granted valid and will not knowingly grant licenses or other rights to legally binding obligations of the Licensed Patent that are Purchaser, enforceable against it in conflict accordance with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own usehereof; (c) the Licensor has the power and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations Purchaser understands that re-sale of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all Sale Stocks are restricted during the Moratorium Period and the same can only be resold after the expiry of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreementsaid Moratorium Period at the prevailing market value of that particular time. 5.2 5.4 The Licensor Purchaser acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, OTC stock market is a volatile market and thus purchases the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breachSale Stocks at his/her own risk. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor hereby representsSupplier warrants, represents and undertakes and warrants to the Licensee Customer that: - it has full capacity and authority and all necessary consents, licences, permissions (astatutory, regulatory, contractual or otherwise) (including where its procedures so require, the Licensor consent of its Parent Company) to enter into and perform its obligations under this Call Off Contract; this Call Off Contract is the owner executed by a duly authorised representative of the entire rightSupplier; in entering this Call Off Contract it has not committed any Fraud; in entering this Call Off Contract it has not committed or agreed to commit a Prohibited Act including any offence under the Prevention of Corruption Acts 1889 to 1916, title or the Bribery Act 2010; in entering this Call Off Contract it has no knowledge, that: in connection with it, any money or other inducement has been, or will be, paid to any person working for or engaged by the Customer or other Contracting Body or any other public body or any person engaged or employed by or on behalf of the Customer in connection with this Call Off Contract; and interest an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in and writing to the Licensed Patent Customer and the Authority before execution of this Call Off Contract; this Call Off Contract shall be performed in compliance with all Laws (as amended from time to time) and all applicable Standards; as at the Call Off Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Customer prior to execution of the Call Off Contract and it will advise the Customer of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading and all warranties and representations contained in the Tender shall be deemed repeated in this Call Off Contract; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or its assets which will or might affect its ability to perform its obligations under this Call Off Contract; it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect on its ability to perform its obligations under this Call Off Contract; no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier's assets or revenue; it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the right performance of its obligations under this Call Off Contract and shall maintain the same in full force and effect. The Supplier also warrants, represents and undertakes to grant licenses hereunder; the Customer that: in the three (b3) years prior to the Licensor Call Off Commencement Date (or from when the Supplier was formed if in existence for less than three (3) years prior to the Call Off Commencement Date): it has conducted all financial accounting and reporting activities in all material respects in compliance with the generally accepted accounting principles that apply to it in any country where it files accounts; and it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and it has not knowingly granted done or omitted to do anything which could have an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under this Call Off Contract; and for the Call Off Contract Period that all Staff will not knowingly grant licenses or other rights to the Licensed Patent that are be vetted in conflict accordance with the terms Staff Vetting Procedures and conditions Good Industry Practice; it shall at all times during this Call Off Contract comply with its obligations in this Agreement, Applicable Laws and/or such other agreements entered by the LicensorClause 12 (Standards and Quality). For the avoidance of doubt, the Licensor fact that any provision within this Call Off Contract is expressed as a warranty shall not preclude any right of termination the Customer may have in respect of breach of that provision by the Supplier which constitutes a Material Breach. The Supplier acknowledges and agrees that: the warranties, representations and undertakings contained in this Call Off Contract are material and are designed to induce the Customer into entering into it; and the Customer has been induced into entering into this Call Off Contract and in doing so has relied upon the warranties, representations and undertakings contained herein. SUPPLY OF SERVICES Provision of the Services The Supplier shall provide the Services in accordance with the Order, Implementation Plan and Milestones (if any) and any other requirements of the Customer as set out in the Order Form and obligations of the Supplier in this Call Off Contract. The Supplier shall ensure that the Services are fully compatible with any Customer’s equipment described in the Order Form. Except where otherwise provided in this Call Off Contract, the Services will be provided by the Staff at the Premises. The Customer may inspect and examine the manner in which the Supplier provides the Services at the Premises and, if the Premises are not the Customer’s Premises, the Customer may carry out such inspection and examination during normal business hours and on reasonable notice. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. Time of Delivery of the Services The Supplier shall provide the Services on the date(s) specified in the Order Form and the Milestone Dates (if any). If so specified by the Customer in the Order Form, time of delivery in relation to the Services shall be of the essence and if the Supplier fails to Deliver the Services at the time or within the time period specified (and without Approval), the Customer may release itself from any obligation to accept and pay for the Services and/or terminate this Call Off Contract for Material Breach in either case without prejudice to any other rights and remedies of the Customer under this Call Off Contract and at Law. Undelivered Services In the event that not all of the Services are Delivered in accordance with Clause 6.1 ("Undelivered Services") then the Customer shall be entitled to withhold payment (in accordance with Clause 13) of the applicable Call Off Contract Charges for any Services that were not so Delivered (and in accordance with the corresponding Milestone Date, if any) until such time as the Undelivered Services are Delivered. This right shall be without prejudice to any other rights and remedies the Customer has under this Call Off Contract and at Law. [NOT USED] [NOT USED] PROVISION AND REMOVAL OF EQUIPMENT Unless otherwise stated in the Order Form, the Supplier shall provide all the Equipment necessary for the supply of the Services. The Supplier and the Staff shall not deliver any Equipment nor begin any work on the Premises without obtaining Approval. All Equipment brought onto the Premises shall be at the Supplier's own risk and the Customer shall have no liability for any loss of or damage to any Equipment unless and to the extent that the Supplier is able to demonstrate that such loss or damage was caused by or contributed to by the Customer Cause. The Supplier shall be wholly responsible for the haulage or carriage of the Equipment to the Premises and the removal thereof when it is no longer required by the Customer and in each case at the Supplier's sole cost. Unless otherwise stated in this Call Off Contract, Equipment brought onto the Premises will remain the property of the Supplier. The Supplier shall maintain all items of Equipment within the Premises in a safe, serviceable and clean condition. The Supplier shall, at the Customer's written request, at its own expense and as soon as reasonably practicable: remove from the Premises any Equipment or any component part of Equipment which in the reasonable opinion of the Customer is either hazardous, noxious or not in accordance with this Call Off Contract; and replace such Equipment or component part of Equipment with a suitable substitute item of Equipment. Where a failure of Equipment or any component part of Equipment causes two (2) or more Service Failures in any twelve (12) Month period, the Supplier shall notify the Customer in writing and shall, at the Customer’s request (acting reasonably), replace such Equipment or component part thereof at its own cost with a new item of Equipment or component part thereof (of the same specification or having the same capability as the Equipment being replaced). Upon termination or expiry of this Call Off Contract, the Supplier shall remove the Equipment together with any other materials used by the Supplier to supply the Services and shall leave the Premises in a clean, safe and tidy condition. The Supplier is solely responsible for making good any damage to the Premises or any objects contained thereon, other than fair wear and tear, which is caused by the Supplier and any Staff. PREMISES Inspection of Premises Unless the Parties agree in the Order Form that inspection of the Premises is not required, where the Supplier acknowledges and agrees that it has inspected the Premises before the Call Off Commencement Date (or within such period from the Call Off Commencement Date as specified in the Order Form) and has advised the Customer of any aspect of the Premises that is not suitable for the provision of the Services and that the specified actions to remedy the unsuitable aspects of the Premises, together with a timetable for and the costs of those actions, have been specified in the Order Form. If the Supplier has either failed to inspect the Premises or failed to notify the Customer of any required remedial actions in accordance with Clause 10.1.1 then the Supplier shall not be entitled to part with, assign, license and/or recover any additional costs or charges from the Customer relating to any unsuitable aspects of the Premises except in respect of any way deal with latent structural defect in the Licensed Patent with any third party other than the Licensee, subject always that this Premises. The onus shall be without derogation on the Supplier to prove to the right Customer that any work to the Premises is required in respect of a latent structural defect and that the Licensor additional costs or charges are reasonable and necessary. The Supplier shall not incur such additional costs or charges without obtaining Approval. Any disputes relating to use the Licensed Patent for its own use; due diligence as set out in Clause 2 (cDue Diligence) the Licensor has the power and authority to execute, deliver and perform the terms and provisions of or this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him Clause 10 shall be resolved in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this AgreementDispute Resolution Procedure. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor (A) Borrowers and Junior Lender, severally, each hereby representsrepresents and warrants: (i) that it has not relied and will not rely on any representation or information of any nature made by or received from Lender relative to Borrowers in deciding to execute this Agreement or to permit it to continue in effect; (ii) that a copy of the Subordinated Note evidencing the Subordinated Debt is attached hereto as Exhibit A; (iii) that a list of all documents and instruments evidencing the Subordinated Debt, undertakes including all security documents and warrants guaranties, is as set forth on Exhibit B, copies of which have been provided to the Licensee that: - Lender, and which documents and instruments have not been amended or modified; (aiv) the Licensor that Junior Lender is the lawful owner of the entire rightSubordinated Debt and no part thereof is subject to any defense, title and interest in and to offset or counterclaim; (v) that Junior Lender has not heretofore assigned or transferred any of the Licensed Patent and has Subordinated Debt, except for participation interests therein, or any collateral or security pertaining thereto; (vi) that there is no other collateral securing the right to grant licenses hereunder; Subordinated Debt except as set forth on Exhibit B; (bvii) Junior Lender holds no mortgage on the real property of any Borrower other than as set forth on Exhibit B; (viii) the Licensor current principal balance of the Subordinated Debt is $5,000,000; (ix) that it has no knowledge of any previous default or event of default under any of the Subordinated Documents which has not knowingly granted been cured or waived; and will not knowingly grant licenses (x) that to its knowledge, there currently exists no default or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance event of doubt, the Licensor shall not be entitled to part with, assign, license and/or in default of any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to execute, deliver and perform nature under the terms and provisions of this Agreement any of the Subordinated Documents, or any combination thereof, and will continue to have no condition which, with the giving of notice and/or the passage of time, would result in such power and authority to execute and perform its obligations under this Agreement;an event of default. (dB) all necessary action has been taken to authorise its executionLender and Borrowers, delivery severally, each hereby represents and performance of this Agreement; warrants: (ei) this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor that it has not relied and will not enter into rely on any agreement representation or understandinginformation of any nature made by or received from Junior Lender relative to Borrowers in deciding to execute this Agreement or to permit it to continue in effect; (ii) that a copy of the Note evidencing the Bank Debt is attached hereto as Exhibit C; (iii) that a list of all documents and instruments evidencing the Bank Debt, oral or writtenincluding all security documents and guaranties, is as set forth on Exhibit D, copies of which have been provided to Lender, and will which documents and instruments have not do anything, which would in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and agrees been amended or modified; (iv) that Lender is the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach lawful owner of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice Bank Debt and no part thereof is subject to any other rights defense, offset or remedies counterclaim; (v) that Lender has not heretofore assigned or transferred any of the Licensee Bank Debt, any interest therein or any collateral or security pertaining thereto; (vi) that there is no other collateral securing the Bank Debt except as set forth on Exhibit D; (vii) Lender holds no mortgage on the real property of any Borrower other than as set forth on Exhibit D; (viii)that it has no knowledge of any previous default or event of default under this Agreementany of the Senior Loan Documents which has not been cured or waived; and (ix) that to its knowledge, there currently exists no default or event of default of any nature under the Licensor hereby covenants terms and provisions of any of the Senior Loan Documents, or any combination thereof, and no condition which, with the Licensee to indemnify giving of notice and/or the Licenseepassage of time, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees would result in consequence such an event of any breach of the above warranties by the Licensordefault.

Warranties and Representations. 5.1 9.1 The Licensor hereby represents, undertakes Licensee warrants and warrants represents to the Licensee DACS that: -: (a) the Licensor is the owner it has full right and title to enter into this Agreement; (b) its use of the entire Work shall not reflect adversely on the image, goodwill or reputation of DACS or the Artist; (c) it will not reproduce any Work in any material or in any way which is illegal, obscene, pornographic, indecent, defamatory or constitutes a malicious falsehood, constitutes an infringement of third party rights or an invasion of privacy; (d) unless expressly permitted in the Term Sheet, it will not include any Work or part thereof in a promotional or sponsorship message for the Licensee or any third party; (e) it will not alter or adapt any Work or do any act which may infringe the moral rights of the Artist, unless expressly set out herein or as expressly agreed in writing by the Artist; (f) each and every Works Page shall contain the Credit; (g) it will carry out the Licensed Acts to the best of the Licensee’s skill and ability; (h) it will not at any time do or suffer to be done any act which will in any way impair or affect the copyright in the Work; (i) it will ensure that no exploitation of the Work shall facilitate or encourage reproduction by unlicensed third parties of a Work alone and out of context; (j) it will co-operate fully and in good faith with DACS and / or the Artist / Owner for the purpose of securing or preserving their rights in and to the Work. 9.2 The Licensee indemnifies and agrees to indemnify and save and hold the Artist and DACS harmless and to keep the Artist and DACS at all times fully and completely indemnified of, against and from any claims, actions, proceedings, liability, loss, damage, costs and expenses which the Artist and/or DACS incur or suffer by reason of the Licensee being in breach of or failing to perform or which arise out of any non-performance by the Licensee of any of the warranties in Clause 9.1 or arising out of any claim by a third party claiming relief against the Artist or DACS by reason of the exercise of the rights granted in this Agreement. 9.3 DACS warrants and represents to the Licensee that it has been granted the right to enter into this Agreement by the Artist. DACS warrants that, to the best of its knowledge and belief, the Artist owns and/or controls all right, title and interest in and to the Licensed Patent and has copyright in the right to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are Work, unless otherwise advised in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensorwriting. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties Save as set out in this Clause and breach Clause, DACS gives no warranties, representations or undertakings in respect of the terms of this Work 9.4 Subject always to the Licensee’s compliance with Clause shall be considered as material breach. 5.3 Without prejudice 10, if applicable, DACS indemnifies and agrees to any other rights or remedies of indemnify and save and hold the Licensee under this Agreement, the Licensor hereby covenants with harmless and to keep the Licensee to indemnify the Licenseeat all times fully and completely indemnified of, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual lossesfrom any claims, damages and actions, proceedings, liability, loss, damage, costs and expenses that shall have directly suffered, incurred which the Licensee incurs or sustained suffers by the Indemnitees reason of DACS being in consequence breach of any breach of the above warranties by the Licensorin Clause 9.3.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes and warrants In addition to the Licensee terms set forth in Exhibit B, Influencer warrants and represents to SPB that: -: (a) 4.1 Influencer shall perform the Licensor is Services in a truthful and ethical workmanlike manner consistent with professional standards of performance generally accepted within the owner of the entire right, title and interest in and to the Licensed Patent and has the right to grant licenses hereunder; (b) the Licensor has not knowingly granted industry; and will not knowingly grant licenses make any libelous, slanderous, false or other rights unsubstantiated warranties, representations, claims or statements or in any manner disparage the SPB brand name or products or its affiliated companies or their products, or any competing product; 4.2 Influencer has disclosed in writing to SPB the existence of any non-disclosure or non-compete that may relate to the Licensed Patent that are in conflict with performance of the terms and conditions in Services; 4.3 Neither the execution of this Agreement, Applicable Laws and/or such other agreements entered by nor the Licensor. For performance of the avoidance Services or any elements thereof, will violate the terms of doubtany understanding, the Licensor shall not be entitled to part withagreement, assign, license and/or in any way deal with the Licensed Patent with or order between Influencer and any third party other than or infringe any intellectual property rights (including, without limitation, copyrights, trademarks, patents, trade secrets, moral rights, and contract rights), publicity rights or privacy rights of any third party, or result in any tort, injury, damage or harm to any third party. The Content of Influencer shall not include any third-party materials; 4.4 Influencer will perform the LicenseeServices in compliance with all applicable federal and state laws and regulations, subject always that this shall be without derogation including but not limited to the right Federal Trade Commission Act and state laws consistent therewith; 4.4.1 Influencer agrees to disclose his/her material connection with SPB at the beginning of any and all written posts using #Ad, #[Brand]Sponsored and/or #Sponsored, or by using language such as “I received compensation and free product from [product brand] but the opinions expressed here are my own.” When #Ad, #[Brand]Sponsored and/or #Sponsored are used, that hashtag should be the sole hashtag at the beginning of the Licensor written post and not surrounded by other hashtags. For video posts with audio, Influencer agrees to use speak the Licensed Patent for its own use; (c) disclosure at the Licensor has the power and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations beginning of the Licensor enforceable against him video and a reasonable number of times throughout the video to ensure disclosure of his/her material connection to product brand(s), along with superimposing “#Ad” on all videos at a readable size (not fine print) in accordance with its terms; anda part of the video that is clear and conspicuous to the viewer. This disclosure shall remain on the screen throughout the entire video. For photos that can be viewed apart from the accompanying written post, #Ad must be superimposed at a readable size (not fine print) in a part of the photo that is clear and conspicuous to the viewer. (f) no litigation4.4.2 Acceptable tags are #Ad, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written#[Brand]Sponsored, and will #Sponsored. #Spon, #partner, #ambassador and #thanks are not do anything, which would in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach sufficient nor is posting your connection outside of the terms of this Clause shall be considered as material breachoriginal post on a homepage or other location. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor hereby Grantor warrants and represents, undertakes and warrants to the Licensee that: - (a) except as may be otherwise disclosed in an attachment to this Agreement, Grantor has rights in or the Licensor is power to transfer the owner of the entire right, Collateral and its title and interest in and to the Licensed Patent Collateral is free and has clear of all liens or security interests, except the right to grant licenses hereunder; Bank’s security interests and Permitted Liens, as defined in the Loan Agreement; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreementno financing statements, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use Bank, are on file covering the Licensed Patent for its own use; Collateral or any of it; (c) Grantor’s exact legal name and the Licensor has address of Grantor’s chief executive office are as set forth in the power first paragraph of this Agreement; (d) if Grantor is a registered organization, the form of its organization and authority to execute, deliver the State under which it is organized are as set forth in the first paragraph of this Agreement; (e) the execution and perform the terms and provisions delivery of this Agreement and any instruments evidencing Liabilities will continue not violate nor constitute a breach of Grantor’s Articles of Incorporation, By-Laws, or any agreement or restriction of any type whatsoever to have which Grantor is a party or is subject, except for such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him breaches that will not result in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him on Grantor’s business; (f) all financial statements relating to Grantor delivered or his ability to perform all be delivered by Grantor to the Bank are prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, except as noted therein, and fairly present the financial condition and operations of his obligations under this AgreementGrantor, on the bases therein stated, as of the respective dates thereof, and there has been no material adverse change in the financial condition of Grantor since the submission of any such financial statements to the Bank; and (g) there are no actions or proceedings which are threatened or pending against Grantor which might result in any material adverse change in Grantor’s financial condition or which might materially affect the Licensor Collateral; and (h) Grantor has not duly filed all federal, state, and will not enter into any agreement or understanding, oral or writtenother governmental tax returns which Grantor is required by law to file, and will not do anything, which would in continue to file same during such time as any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall Liabilities hereunder remain owing to the Bank, and all such taxes required to be considered as material breachpaid have been paid, in full, unless being contested in good faith based upon a meritorious claim or defense. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The 6.1 Licensor hereby represents, undertakes represents and warrants that it has the full and sole right to enter into this agreement with the Licensee that: - (a) the Licensor and it is the sole, exclusive and unencumbered owner of the entire rightLicensor' s Technology and all the rights, title and interest in and to the Licensed Patent Patents, and has the right to grant licenses hereunderlicense the Licensor' s Technology and Know-How. 6.2 Licensor warrants that Licensor' s Technology has already been successfully used by the Licensor in connection with the engineering, design, manufacturing, installation, and commissioning of the KDS Micronizing Machine. 6.3 Licensor warrants that as of the date of execution of this agreement, there is in effect no license granted by it to any other person or entity in the Territory, covering the Licensor' s Technology and Know-How and has not entered into any agreement, arrangement or understanding, whether verbal or written, which could in any manner be inconsistent with the rights provided in this agreement. 6.4 Licensor hereby represents and warrants that there are no current and subsisting liens, hypothecations, charges, security interests or other encumbrances on or affecting the Licensor' s Technology and Know-How. 6.5 Licensor hereby represents and warrants that there are no threatened or current claims by third parties or any unsatisfied judgments, orders or writs of execution relating to the Licensor' s Technology and Know-How and the Licensor is not aware of any violations, infringements or misappropriations of any third party' s rights by the Licensor' s Technology and Know-How. 6.6 Licensor hereby represents and warrants that:- (i) the Patents are in good standing and it is not aware of any claim that the Patents are invalid or unenforceable and in respect of pending Patent applications, that such applications submitted in good faith and are in the process of proceeding towards grant; (bii) it shall pay all renewal fees and do all such acts and things as may be necessary to maintain the Licensor has not knowingly granted Patents and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict shall provide Licensee with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right a copy of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to executerenewal certificates, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him in accordance with its termsif requested; and (fiii) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has Licensor' s Technology and Know-How do not and will not enter into infringe the intellectual property rights of any agreement or understanding, oral or written, person and its exploitation does not and will not do anythingrequire any consent from, which would in nor the making of any way be inconsistent with this Agreement.payment to, any person; 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the 6.7 Licensor hereby covenants with undertakes not to abandon the Licensee Patents or allow the Patents to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensorlapse.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes Borrower acknowledges that the representations and warrants to the Licensee that: - (a) the Licensor is the owner of the entire right, title and interest warranties contained both in and to the Licensed Patent and has the right to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to the Residential Mortgage Application Form are true and correct. Said warranties have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance given for purpose of this Agreement; (e) entering into this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, ▇▇▇▇▇▇ has agreed to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not lend money and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement relying on the truthfulness of each and every of such representation and warranty. Borrower shall be liable to Lender or third parties and shall protect Lender against any claims if interests of third parties have been offended by false information provided by Borrower which may result in reliance upon, inter alia, the ▇▇▇▇▇▇’s liability. In addition to all representations and warranties set out warrants given in this Clause Agreement Borrower acknowledges the following: ▇▇▇▇▇▇▇▇ has disclosed to Lender his marital status and breach all dependants as of the terms date of signing this Clause Agreement and ▇▇▇▇▇▇▇▇ is not married/ Real Property shall be considered as material breach. 5.3 Without prejudice separate property, excluded from the joint property of spouses; ▇▇▇▇▇▇▇▇ has disclosed to any other rights Lender all undertakings in which he has unlimited liability or remedies partnership; ▇▇▇▇▇▇▇▇ has no tax debts and disputes regarding tax debts; No lawsuits nor executive or bankruptcy proceedings have been initiated against ▇▇▇▇▇▇▇▇; Bank accounts of the Licensee under Borrower are not seized or blocked; Borrower is entitled to enter into this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct it constitutes a valid and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach legally binding obligation of the above warranties by the LicensorBorrower; Borrower has disclosed to Lender all existing debts and obligations and are not in default on any loans or other debts; ▇▇▇▇▇▇▇▇ has disclosed to Lender all existing encumbrances and obligations with regard to all of his/her property.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes Merchant warrants and warrants represents to the Licensee thatGlobal and Member: - (a) that each sales transaction delivered hereunder will represent a bona fide sale to a cardholder by Merchant for the Licensor is amount shown on the owner sales slip or other evidence of indebtedness as the total sale and constitutes the binding obligation of the entire rightcardholder, title and interest in and to the Licensed Patent and has the right to grant licenses hereunder; free from any claim, demand, defense, set-off or other adverse claim whatsoever; (b) the Licensor has not knowingly granted and will not knowingly grant licenses that each sales slip or other rights evidence of indebtedness will accurately describe the goods and services which have been sold and delivered to the Licensed Patent that are cardholder or in conflict accordance with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; his instructions; (c) the Licensor has the power that Merchant will comply fully with all federal, state and authority local laws, rules and regulations applicable to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; business; (d) that Merchant will fulfill completely all necessary action has been taken of its obligations to authorise its execution, delivery the cardholder and performance of this Agreement; will work to resolve any customer dispute or complaint directly with the cardholder; (e) this Agreement constitutes that the legal, valid signature on the sales slip will be genuine and binding obligations of the Licensor enforceable against him in accordance with its termsauthorized by cardholder and not forged or unauthorized; and (f) no litigationthat the sales transaction shall have been consummated and the sales slip prepared in full compliance with the provisions of the Card Acceptance Guide and the operating regulations and rules of the applicable card association or network organization, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, as amended from time to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreementtime; and and (g) that all of the Licensor has not information contained in the Merchant Services Agreement is true and correct. In the event that any of the foregoing warranties or representations is breached, the affected sales slips or other indebtedness may be refused, or prior acceptance revoked and charged back to the Merchant. Merchant agrees it will not enter into any agreement use the terminal service of American Express, Novus, Discover or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants private label card provider in conjunction with the Licensee to indemnify the LicenseeServices provided by Global. NEITHER MEMBER, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual lossesNOR GLOBAL, damages and costs and expenses that shall have directly sufferedNOR ANY SUPPLIER MAKES ANY REPRESENTATIONS OR WARRANTIES, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the LicensorEXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY TERMINAL, ANY EQUIPMENT FURNISHED IN CONNECTION THEREWITH, OR ANY OF THE SERVICES FURNISHED HEREUNDER.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes 4.1. Both WorldVistA and warrants Organization will continue to the Licensee that: - (a) the Licensor is the owner of the entire own all right, title and interest in and to the Licensed Patent and has the right any inventions however embodied, know how, works in any media, software, information, trade secrets, materials, property or proprietary interest that it owned prior to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or or that it created or acquired independently of its obligations pursuant to this Agreement (collectively, “Retained Rights”). All Retained Rights not expressly transferred or licensed in this Agreement are reserved to the respective owner. 4.2. Both WorldVistA and Organization each represent and warrant that they have obtained all necessary corporate approvals to enter into this Agreement and that no consent, approval, or withholding of objection is required from any external authority with respect to the entering into of this Agreement. WorldVistA and Organization further represent and warrant that they are under no obligation or restriction, nor will they assume any such other agreements entered by the Licensor. For the avoidance of doubtobligation or restriction, the Licensor shall not be entitled to part with, assign, license and/or that would in any way deal with the Licensed Patent interfere or conflict with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement;. (d) 4.3. Both WorldVistA and Organization covenant that they will comply with all necessary action has been taken applicable laws and regulations in their conduct pursuant to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal. 4.4. WORLDVISTA MAKES NO CLAIM THAT CERTIFICATION ENHANCES ORGANIZATION’S ABILITY TO CONDUCT BUSINESS. SUCH DETERMINATION OF THE SUITABILITY OF CERTIFICATION TO ORGANIZATION’S ACTIVITIES IS MADE SOLELY BY ORGANIZATION. FURTHER, valid and binding obligations of the Licensor enforceable against him in accordance with its terms; and (f) no litigationEXCEPT FOR THE FOREGOING, arbitrationWORLDVISTA EXCLUDES AND HEREBY DISCLAIMS ALL WARRANTIES, tax claimCONDITIONS AND STATEMENTS, dispute or administrative proceedings is presently subsisting or pending orWHETHER EXPRESS, to his knowledgeIMPLIED OR STATUTORY, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understandingINCLUDING, oral or writtenWITHOUT LIMITATION, and will not do anythingTHE IMPLIED WARRANTIES OF MERCHANTIBILITY, which would in any way be inconsistent with this AgreementFITNESS FOR A PARTICULAR PURPOSE, AND WORLDVISTA FURTHER EXCLUDES AND HEREBY DISCLAIMS ALL WARRANTIES, CONDITIONS AND STATEMENTS, WHETHER EXPRESS, IMPLIED OR STATUTORY, THAT THE SOFTWARE WILL BE FREE FROM CLAIMS OF INFRINGEMENT OR THAT THE SOFTWARE WILL BE ERROR­FREE. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes Executive warrants and warrants to the Licensee that: -represents as follows: (a) the Licensor is the owner Executive has not filed or otherwise pursued any charges, complaints, lawsuits, or claims of any nature against any of the entire rightReleased Parties arising out of or relating to events occurring prior to and through the date of this Agreement with respect to any matter covered by this Agreement, title and interest Executive has no knowledge of any fact or circumstance that Executive would reasonably expect to result in and to any claim against any of the Licensed Patent and has Released Parties in respect of any of the right to grant licenses hereunder;foregoing. (b) That through the Licensor Separation Date Executive has not not: (i) engaged in any conduct that constitutes willful gross neglect or willful gross misconduct with respect to Executive’s employment duties with Hertz which has resulted or will result in material economic harm to Hertz; (ii) knowingly granted violated the Hertz Standards of Business Conduct or any similar policy; (iii) facilitated or engaged in, and will not has no knowledge of, any financial or accounting improprieties or irregularities of Hertz; or (iv) knowingly grant licenses made any incorrect or other rights false statements in any certifications Executive made relating to filings of Hertz required under applicable securities laws or management representation letters, and has no knowledge of any incorrect or false statements in any Hertz filings required under applicable securities laws; in either of the Licensed Patent that are in conflict with the terms and conditions in case of clause (iii) or (iv) of this Section of this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled except with respect to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always information that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes provided through the legal, valid and binding obligations of the Licensor enforceable against him Separation Date by a third-party auditor in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, an oral or written, written report to both Executive and will not do anything, which would in the Board of Directors (or any way be inconsistent with this Agreement. 5.2 The Licensor committee thereof). Executive further acknowledges and agrees that the Licensee has entered Hertz is entering into this Agreement in reliance upon, inter alia, on the representations and warranties set out contained in this Clause and breach Section of the this Agreement which representations constitute terms of this Clause shall be considered as material breachAgreement. 5.3 Without prejudice (c) That Executive has carefully read this Agreement and that Executive fully understands its terms and is entering into this Agreement voluntarily. Executive also warrants and represents that Executive has received valuable consideration in exchange for signing this Agreement that Executive would not otherwise be entitled to receive. Executive further warrants and represents having fully and properly reported all hours worked, having been fully and properly paid all wages and benefits Executive should have been paid, having received all required breaks in accordance with state and federal laws, and having been reimbursed for any other rights or remedies of expenses incurred in Executive’s employment, through the Licensee under last regular pay day before signing this Agreement, . Executive warrants and represents that Executive has no work-related injury or illness at the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence time of any breach of the above warranties by the Licensorsigning this Agreement for which Executive has not already filed a claim.

Warranties and Representations. 5.1 The Licensor 6.1 As of the Effective Date, each of Intellect and MRCT hereby represents, undertakes represents and warrants to the Licensee that: -other party hereto as follows: (ai) it is a corporation or entity duly organised and validly existing under the Licensor is the owner laws of the entire rightstate, title country or other jurisdiction of its incorporation or formation; (ii) it has the power and interest in authority to execute and deliver this Agreement and to the Licensed Patent and has the right to grant licenses perform its obligations hereunder; (iii) the execution, delivery, and performance by such party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any terms and provisions of or constitute a default under (a) a loan agreement, guaranty, financing agreement, agreement affecting a product, or other agreement or instrument binding or affecting it or its property, (b) the Licensor provisions of its charter or operative documents or bylaws, or (c) any order, writ, injunction, or decree of any court or governmental authority entered against it or by which any of its property is bound; (iv) it has the full right and authority to enter into this Agreement, and that it is not knowingly granted aware of any impediment that would inhibit its ability to perform its obligations hereunder and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict comply with the terms and conditions in imposed on it by this Agreement; and (v) it has the full right, Applicable Laws and/or such power, and authority to grant all of the rights, including all right title and interest in the licences, granted to the other agreements entered party under this Agreement. 6.2 Intellect acknowledges that it may require licences to third party patents not owned or controlled by MRCT in addition to the Licensorrights granted under this Agreement. For the avoidance of doubt, Intellect hereby accepts and agrees that it has the Licensor shall not be entitled sole responsibility to part with, assign, license and/or in any way deal with the Licensed Patent with pursue and enter into any third party other than the Licenseelicences that may be necessary for this purpose. 6.3 Except as otherwise expressly set forth in Section 6.1 above, subject always that this MRCT makes no representation and extends no warranty of any kind, either express or implied, in respect of Humanised Antibodies or any information or materials provided to Intellect hereunder, including, but not limited to, warranties of merchantability, fitness for a particular purpose, and validity of Licensed Patent Rights claims, issued or pending, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED. 6.4 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NO PARTY SHALL BE LIABLE TO ANOTHER PARTY BY REASON OF ANY REPRESENTATION OR WARRANTY, CONDITION, OR OTHER TERM OR ANY DUTY OF COMMON LAW, OR, UNDER THE EXPRESS TERMS OF THIS AGREEMENT, FOR ANY CONSEQUENTIAL, SPECIAL, OR INCIDENTAL OR PUNITIVE LOSS OR DAMAGE (WHETHER FOR LOSS OF CURRENT OR FUTURE PROFITS, LOSS OF ENTERPRISE VALUE, OR OTHERWISE), AND WHETHER OCCASIONED BY THE NEGLIGENCE OF THE RESPECTIVE PARTIES, THEIR EMPLOYEES, OR AGENTS OR OTHERWISE. 6.5 Neither party shall be without derogation liable for failure or delay in performing any of its obligations hereunder, excepting any payment obligations, to the right extent such failure or delay is occasioned by compliance with any governmental regulation, request, or order, or by circumstances beyond the reasonable control of the Licensor party so failing or delaying, including, without limitation, Acts of God, war, insurrection, fire, flood, accident, labour strikes, work stoppage or slowdown (whether or not such labour event is within the reasonable control of the parties), or inability to use the Licensed Patent for its own use; (c) the Licensor has the power and authority obtain raw materials, supplies, power, or equipment necessary to execute, deliver and perform the terms and provisions of this Agreement and will continue enable such party to have such power and authority to execute and perform its obligations under this Agreement; hereunder. Each party shall (da) all necessary action has been taken to authorise promptly notify the other party in writing of any such event of force majeure, the expected duration thereof, and its execution, delivery and performance anticipated effect on the ability of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability such party to perform all of his its obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or writtenhereunder, and will not do anything, which would in (b) make reasonable efforts to remedy any way be inconsistent with this Agreementsuch event of force majeure. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor (a) Seller hereby represents, undertakes represents and warrants to the Licensee that: -Purchaser as follows: (ai) the Licensor is the owner of the entire right, title and interest in and to the Licensed Patent and Seller has the right to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the legal power and authority to executeenter into this Agreement and to own, deliver sell, convey and perform transfer the terms Property. Seller has not entered into any other agreement, contract or option of any kind which has not been terminated in accordance with its terms, which grants any person or entity any right to acquire the Property. The execution and provisions delivery of, and the performance of all obligations under this Agreement by Seller, are duly authorized and do not and will not require any consent or approval of any person. (ii) WC Seller and WCE Seller are each a limited liability company validly existing and duly authorized under the laws of the State of Delaware. Neither the entering into of this Agreement and nor the consummation of the transactions contemplated hereby will continue to have such power and authority to execute and perform constitute or result in a violation or breach by Seller of any of its obligations under this Agreement; (d) all necessary action operating agreements, any judgment, writ, order, injunction or decree issued against it or imposed upon it, or any applicable law, order, rule or regulation of any governmental authority. This Agreement has been taken to authorise its execution, delivery duly executed and performance of this Agreement; (e) this Agreement delivered and constitutes the legal, valid and binding obligations obligation of the Licensor Seller, enforceable against him Seller in accordance with its terms; and, except as enforceability may be limited by applicable law affecting creditor's rights generally and principles of equity, whether considered in a proceeding at law or in equity. (fiii) Seller is not a "foreign person" within the meaning of Section 1445, et. seq., of the Internal Revenue Code of 1986, as amended, or any regulations promulgated thereunder. (iv) To the best of WC Seller's knowledge, Exhibit C-1 attached hereto sets forth a true and complete list of all existing leases, licenses and other occupancy agreements, together with all amendments, modifications and supplements thereto (the "Leases") to which WC Seller is a party or bound. To the best of WCE Seller's knowledge, Exhibit C-2 attached hereto sets forth a true and complete list of all Leases to which WCE Seller is a party or bound. The copies of the Leases that have been delivered or made available by Seller to Purchaser are true, correct and complete copies of the Leases in Seller's possession. To the best of Seller's knowledge, neither any tenant under any of the Leases (except Apple Spice and Lady Grace) nor the Seller as landlord is in default under any of the Leases and all of such tenants other than Petco and Apple Spice are operating their businesses in their leased premises. (v) Attached hereto as Exhibit D is a rent roll and security deposit schedule (the "Rent Roll") for all Leases in effect as of the date hereof. To Seller's knowledge, the information shown on the Rent Roll is true and correct in all material respects as of the date hereof. Two (2) business days in advance of the Closing, Seller shall deliver to Purchaser an updated Rent Roll certified to Purchaser as true and correct and current as of such date. (vi) To the best of Seller's knowledge, there are no litigationcommission or other agreements which would require the payment of any commission or fee in connection with any Lease except as otherwise set forth on Exhibit C-3 attached hereto and made a part hereof. Seller shall pay at or before the Closing all commissions or fees in connection with the existing terms of any Lease as of the date hereof (but not any commissions payable in respect of options not exercised as of the date of this Agreement, arbitrationwhich commissions, tax claimif any, dispute shall be payable by Purchaser). Any commission with respect to the Petco Lease (as hereinafter defined) shall be governed by the provisions of Article 17 hereof. (vii) To the best of Seller's knowledge, except in respect of the Petco Lease, there are no tenant inducements (such as tenant improvement allowances, free rent or administrative land lord work) with respect to the currently exercised terms of the Leases except as set forth on Exhibit B-2 attached hereto and made a part hereof. (viii) To the best of Seller's knowledge, Exhibit E attached hereto is a true, correct and complete listing of all contracts and agreements with respect to the operation, maintenance and/or repair of the Property to which Seller is a party, including, without limitation, management agreements, janitorial contracts, maintenance contracts and service contracts (the "Service Contracts"). Seller shall at or prior to Closing, terminate the existing management agreement with an affiliate of Seller. As to all other Service Contracts, Purchaser shall, no later than ten (10) days prior to the Closing Date, give notice to Seller of which Service Contracts Purchaser desires to be terminated and Seller shall terminate such Service Contracts prior to Closing provided such Service Contracts are terminable without premium or penalty with in such period, failing which Seller shall assign to Purchaser, and Purchaser shall assume at the Closing, all Service Contracts in accordance with Section 8(b)(i)(B). (ix) Seller has received no written notice of any pending or threatened condemnation or eminent domain proceedings and to Seller's knowledge, there are no pending or threatened condemnation or eminent domain proceedings relating to or affecting the Property. (x) Except as may be otherwise set forth in the environmental reports listed on Exhibit F hereto (the "Environmental Reports"), Seller has not received written notice of violation of laws regulating human health or the environment that remains uncured and to Seller's knowledge, except as may be otherwise set forth in the Environmental Reports, there are no violations of such laws that remain incurred. (xi) There are no legal actions, suits or similar proceedings pending and served and to Seller's knowledge no such legal actions, suits or similar proceedings are threatened against the Seller or the Property, except for actions concerning personal injury or property damage covered by existing insurance wherein the insurance company is presently subsisting defending with no reservation of rights. (xii) No petition has been filed by or against Seller or to Seller's knowledge has been threatened to be filed against it, under any chapter of the United States Bankruptcy Code or any state bankruptcy, insolvency or similar statute. (xiii) There are no employees employed by Seller or any property manager or otherwise at or in connection with its respective Property for or to which Purchaser shall have any responsibilities or liabilities following the Closing. There are no employment, union, collective bargaining, contracts or similar agreements in effect in connection with the Property or the operation and/or maintenance thereof. (xiv) Seller has received no written notices of violations of laws relating to the Property which have not been cured or special assessments which shall be an obligation of the Purchaser following the Closing. (b) For purposes of this Agreement, ''to Seller's knowledge," "to the knowledge of Seller" or "to the best of Seller's knowledge" (or words of similar meaning) shall mean to the actual knowledge of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, who is the individual with the responsibility for operating the Property and overseeing the sale of the Property, without any obligation to carry out commercially reasonable due diligence or inquiry to determine the accuracy of such representation and without any imputation whatsoever. Purchaser acknowledges that the foregoing individual is named solely for the purpose of defining and narrowing the scope of Seller's knowledge and not for the purpose of imposing any liability on or creating any duties running from such individual to Purchaser. Purchaser hereby waives any right to bring any action of any kind against such individual, or against any member of Seller or any shareholder, officer, partner or director of such member of Seller, as applicable, related to or arising out of these representations and warranties. (c) The representations and warranties of Seller set forth in subsection (a) shall be true and correct as of the date hereof and as of the Closing Date, as a condition of Closing. Notwithstanding the foregoing, if any event shall occur after the Effective Date, and before the Closing Date, which is not caused by Seller, that renders untrue in any material respect any representation or warranty made by Seller in this Agreement (a "Changed Circumstance"), it shall not constitute a breach by Seller of such representation or warranty, and Seller's reaffirmation of such representation or warranty at Closing may be qualified by such Changed Circumstance. If Seller shall obtain knowledge of any Changed Circumstance, Seller shall provide notice thereof to Purchaser within a reasonable period of time, but in any event prior to Closing. In the event Purchaser receives actual notice of any Material Changed Circumstance (as hereinafter defined), whether from Seller or any other source, including its own investigations, then, as Purchaser's sole remedy, Purchaser shall have the right to terminate this Agreement, in which event both parties shall be relieved from any further obligation under this Agreement except as set forth herein, and the Deposit shall be returned to Purchaser. For purposes of this Agreement, a "Material Changed Circumstance" with respect to the Leases or the Rent Roll shall occur only if as of the Closing Date one or more tenants (other than Apple Spice, who Purchaser acknowledges may not continue to pay rent or occupy its premises), whose premises in the aggregate are greater than 5,000 leasable square feet is (are) the subject of voluntary or involuntary bankruptcy, has vacated its (their) leased premises or otherwise "gone dark," or is 30 days or more late in the payment of its (their) base rent. A Material Changed Circumstance in any case other than with respect to the Leases or the Rent Roll shall mean a Changed Circumstance which (together with all other Changed Circumstances other than with respect to the Leases or the Rent Roll) is reasonably expected to result in an additional cost to Purchaser or a reduction in the value of the Property, which cost or reduction in value is reasonably susceptible to calculation, and is equal to or greater than $100,000. In the case of such a Material Changed Circumstance, Purchaser shall nevertheless be required to close the purchase of the Property if Seller, in its sole discretion, shall provide Purchaser a purchase price reduction in the amount of such cost or reduction in value as reasonably estimated by Seller and Purchaser. In the event a Changed Circumstance other than with respect to the Leases or the Rent Roll shall occur and which (together with all other Changed Circumstances other than with respect to the Leases or the Rent Roll) is not a Material Changed Circumstance, Seller shall provide Purchaser with a purchase price reduction in the amount of the resulting cost or reduction in value as reasonably estimated by Seller and Purchaser. (d) The representations and warranties contained in Section 6(a) shall survive the Closing for a period of one hundred eighty (180) days after the Closing (the "Survival Period"). If the Closing shall occur, Purchaser will not have any right to bring any action against Seller as a result of any material untruth or inaccuracy of any representations and warranties that survive the Closing, unless (i) the breach in question results from or is based on a condition, state of facts or other matter which was not actually known to Purchaser prior to Closing, (ii) Purchaser shall give written notice to Seller within the Survival Period of Purchaser's claim as to the material untruth or inaccuracy of such representation(s) or warranty(ies), (iii) the aggregate amount of all liability and losses arising out of any such material untruth or inaccuracy exceeds Twenty-five Thousand Dollars ($25,000.00), and (iv) Purchaser shall file suit with respect to such claim no later than two hundred and seventy (270) days after the date of Closing. In the event Purchaser in such action receives a judgment against Seller in excess of Twenty-five Thousand Dollars ($25,000.00) on account of any material untruth or inaccuracy of such representations and warranties, then subject to the provisions hereof, Seller shall be liable to Purchaser for the entire amount of such judgment; provided, however, that notwithstanding the amount of such judgment, Seller's liability thereunder shall nevertheless not exceed a total of Two Million Dollars ($2,000,000.00) and Purchaser hereby knowingly waives any right or claim to seek and receive an amount in excess of Two Million Dollars ($2,000,000.00) from the Seller on account thereof. Seller shall have no liability with respect to any of Seller's representations, warranties and covenants herein if, prior to the Closing, Purchaser has actual knowledge of such breach of Seller herein, or Purchaser obtains actual knowledge (from whatever source, in particular but without limitation, any tenant estoppel certificate) as a result of Purchaser's due diligence or disclosure by Seller or Seller 's agents and employees that contradicts any of Seller's representations and warranties herein, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The foregoing limitations shall not apply to a default by Seller of any of its obligations to complete all of the landlord’s obligations under the Petco Lease as a condition of Petco's rent commencement or any of Seller's obligations under Article 17. (e) Purchaser hereby represents and warrants to Seller as follows, which such representations and warranties shall survive the Closing for a period of six (6) months: (i) Purchaser has the legal power and authority to enter into this Agreement and to purchase the Property. The execution and delivery of, and the performance of all obligations under this Agreement by Purchaser, are duly authorized and do not and will not require any consent or approval of any person. (ii) Purchaser is an Illinois corporation validly existing and duly authorized under the laws of the State of Illinois. Neither the entering into of this Agreement nor the consummation of the transactions contemplated hereby will constitute or result in a violation or breach by Purchaser of any of its operating agreements, any judgment, writ, order, injunction or decree issued against it or imposed upon it, or any applicable law, order, rule or regulation of any governmental authority. This Agreement has been duly executed and delivered and constitutes the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as enforceability may be limited by applicable law affecting creditor's rights generally and principles of equity, whether considered in a proceeding at law or in equity. (iii) Purchaser fully understands the nature and significance of the transactions provided for in this Agreement and the limitations in Sections 5 and 16(e) hereof and elsewhere herein. (iv) There are no actions, suits or proceedings pending or, to his knowledgethe knowledge of Purchaser, threatened threatened, against or which is likely affecting Purchaser which, if determined adversely to have a material adverse effect upon him or his Purchaser, would adversely affect its ability to perform all of his its obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreementhereunder. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 ‌ The Licensor hereby representsSupplier warrants and represents that: 47.1.1 all information submitted within the Accreditation and Enrolment is correct and accurate at the time of submission and shall ensure that all necessary and appropriate Accreditation and Enrolment checks and details are kept up to date throughout the Term. In the event that the Supplier’s status or compliance to any of the Selection Criteria changes throughout the Term of the Contract, undertakes then the Supplier shall inform the Council immediately and warrants the Supplier acknowledges that the Council reserves the right to, at its sole discretion, expel the Supplier from the DPS, dependent upon the nature of such changes, particularly if such changes are to the Licensee that: - (a) the Licensor is the owner detriment of the entire right, title performance or standards of this Contract; and 47.1.2 it has full capacity and interest in authority and to the Licensed Patent and has the right to grant licenses hereunder; all necessary consents (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubtincluding where its procedures so require, the Licensor shall not be entitled consent of its parent company) to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute enter into and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery the Contract and performance of this Agreement; (e) this Agreement constitutes that the legal, valid and binding obligations Contract is executed by a duly authorised representative of the Licensor enforceable against him in accordance with its termsSupplier; and (f) 47.1.3 in entering the Contract it has not committed any Prohibited Act; and 47.1.4 it has not committed any of the offences under the Modern Slavery Act 2015 and it does not use any form of forced or compulsory labour within the meaning of the Modern Slavery Act 2015; 47.1.5 as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Council prior to execution of the Contract; and 47.1.6 no claim is being asserted and no litigation, arbitration, tax claim, dispute arbitration or administrative proceedings proceeding is presently subsisting or pending in progress or, to his knowledgethe best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; and 47.1.7 it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect upon him or his on its ability to perform all of his its obligations under this Agreementthe Contract; and 47.1.8 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; and 47.1.9 it owns, has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; and 47.1.10 in the three 3 years prior to the date of the Contract: (a) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (b) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (gc) the Licensor it has not and will not enter into any agreement done or understandingomitted to do anything which could have a material adverse effect on its assets, oral financial condition or written, and will not do anything, which would in any way be inconsistent with this Agreementposition as an ongoing business concern or its ability to fulfil its obligations under the Contract. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes Buyer acknowledges that it has not been influenced to enter into this transaction nor has it relied upon any warranties or representations not set forth or incorporated in this Agreement or previously made in writing. The Seller represents and warrants to the Licensee that: -best of Seller’s knowledge, information and belief, to the Buyer as follows: (a) the Licensor The Seller is the owner presently in possession of the entire rightPremises, title as owner, and interest there are no contractual obligations which would in any manner prevent the Seller from freely selling the Premises and to otherwise complying with the Licensed Patent terms of this Agreement, and has there are no leases affecting the right to grant licenses hereunder;Premises. (b) There is no litigation pending for which the Licensor Seller has not knowingly granted and will not knowingly grant licenses been served, or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right best of the Licensor Seller’s knowledge, threatened, against the Seller or any basis therefore that arises out of the ownership of the Premises or that might detrimentally affect the development of the Premises or the value of the Premises or adversely affect the ability of the Seller to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement;. (c) There are no material agreements or understandings, written or oral, with any governmental officials or agencies, adversely affecting the Premises or the potential development of the Premises which have not been heretofore disclosed to the Buyer in writing. (d) all necessary action The Seller has not received any notice that the Premises are in violation of any Federal, State or local environmental, sanitary, health or safety statute, ordinance, code, by-law or regulation and that Seller has no actual knowledge of any such violations. Each and every warranty and representation made by the Seller in this Section shall (a) have been taken to authorise its executiontrue and correct when made, delivery and performance (b) be true and correct as of the day of closing, otherwise the Buyer may, at the Buyer’s option, cancel this Agreement; (e) , in which event all deposits made hereunder shall be forthwith refunded to the Buyer and thereupon this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice void and without further recourse to the parties hereto, except any and all claims for damages or other rights or remedies the Buyer may have against the Seller arising out of or alleged to have arisen out of such breach of warranty or misrepresentation shall survive such cancellation and except the Licensee under this Agreement, the Licensor hereby covenants with the Licensee Buyer’s obligation to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct Seller as provided in Section 1 above. Each and actual losses, damages every warranty and costs and expenses that shall have directly suffered, incurred or sustained representation made by the Indemnitees in consequence of any breach Seller herein shall survive the delivery of the above warranties by the Licensordeed hereunder.

Warranties and Representations. 5.1 The Licensor 12.1 Company hereby represents, undertakes represents and warrants to Investor as follows as of the Licensee that: -date hereof: (ai) The Leasehold Owner is a limited liability company duly organized, validly existing and in good standing under the Licensor is the owner laws of the entire right, title and interest in and to the Licensed Patent and has the right to grant licenses hereunderState of Delaware; (bii) The Company is a limited liability company duly organized, validly existing and in good standing under the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right laws of the Licensor to use the Licensed Patent for its own useState of Delaware; (ciii) The Company owns 100% of the Licensor membership interests and control of the Leasehold Owner; (iv) The Leasehold Owner has the full limited liability company power and authority to own, lease, and operate under the Ground Lease and to conduct business as presently conducted; (v) The execution and delivery of this Agreement by the Company and the performance by the Company of the Company's obligations under this Agreement will not violate any judgment, order, injunction, decree, regulation or ruling of any court or any Governmental Authority or conflict with, result in a breach of, or constitute a default under the organizational documents of the Company or the Leasehold Owner, any note or other evidence of indebtedness, any mortgage, deed of trust or indenture, or any lease or other agreement or instrument to which the Company or the Leasehold Owner is a party or by which it is bound; (vi) The Company has taken all action required (including obtaining any consent, waiver, approval or authorization required) to execute, deliver and perform this Agreement and to make all of the terms and provisions of this Agreement the valid and will continue enforceable obligations they purport to have such power be and authority has caused this Agreement to execute and perform its obligations under this Agreementbe executed by a duly authorized person on behalf of each of them, as applicable; (dvii) A true, correct and complete copy of the Amended and Restated Limited Liability Company Agreement of Leasehold Owner, effective as of December 23, 2015 (the “Leasehold Owner LLC Agreement”), is attached to the Agreement as Exhibit 12.1(vii); (viii) Except for the documents pertaining to the Additional Loan Instrument and the Senior Note and the Junior Notes (as defined in the LLC Agreement), there are no agreements or commitments for future loans, credit or financing to which Company and/or the Leasehold Owner is a party; (ix) There is no mortgage, encumbrance, pledge or other security interest with respect to the Company's ownership of the membership interests in the Leasehold Owner, and with respect to the Ground Lease, other than Permitted Exceptions; (x) The Leasehold Owner, as Ground Lessee under the Ground Lease, has not sent to the Fee Owner or received from the Fee Owner any written notice specifically alleging an event of default under the Ground Lease which has not been cured nor, to the Company’s knowledge, do their exist a state of facts that would allow the Fee Owner to lawfully deliver a notice of default under the Ground Lease; (xi) There are no rights of first offer, purchase options or rights of first refusal affecting the Ground Lease, the Leasehold Owner or the Company, and no such rights are exercisable in connection with the transaction contemplated hereby; (xii) There are no other Agreements other than this Agreement and the Leasehold Owner LLC Agreement, relating to the issuance delivery, sale, repurchase or redemption of all necessary action or any portion of the interests in the Leasehold Owner or the Company; (xiii) To the Company’s knowledge, attached as Exhibit 12.1(xiii) are true and correct copies of the financial statements listed on the cover page of Exhibit 12.1(xiii) (collectively, the “Financial Statements”); (xiv) To the Company’s knowledge, the leases described on Exhibit 12.1(xiv) attached hereto (the “Leases”) are the sole occupancy agreements in effect as of the date hereof with respect to the Property. To the Company’s knowledge, the copies of the Leases in the Data Room prior to the date of this Agreement are true, correct and complete copies of such Leases. To the Company’s knowledge: (A) except as previously disclosed by the Company, no tenant or occupant under any Lease (a “Tenant”) is more than thirty (30) days in arrears in the payment of rents under its Lease; (B) no Tenant has been taken paid rent more than thirty (30) days in advance. During the twelve (12) months prior to authorise its execution, delivery and performance the date of this Agreement, the Leasehold Owner has not given to, nor has it received from, any Tenant, any written notice of a default that has not been cured. (xv) As of the Closing, neither the Company nor the Leasehold Owner shall have any indebtedness other than as shown on the Financial Statements provided to Investor and those incurred in the ordinary course since the date of such Financial Statements. The Financial Statements accurately reflect in all material respects the financial condition and the results of operations of the Company and the Leasehold Owner at the end of and for the periods presented; (exvi) Company and its subsidiaries have complied with all applicable laws with respect to withholding of taxes; (xvii) To the Company’s knowledge, all tax returns of Company and the Leasehold Owner have been or will be timely filed and none of such entities are the subject of a pending tax audit or settlement negotiation with applicable taxing authorities and there are no liens for unpaid taxes affecting any assets of Company or any of its subsidiaries; (xviii) There currently exist no tax appeals with respect to the Property, the Ground Lease or the Leasehold Owner. All taxes payable with respect to the Ground Lease and the Leasehold Owner have been timely paid or will be timely paid when due. There are no claims, audits or investigations or, to the knowledge of the Company, threatened claims, audits or investigations, against or with respect to the Leasehold Owner with respect to taxes, and the Company has no knowledge of or notice concerning any existing or proposed special assessments or similar taxes, charges or assessments against the Property or the Ground Lease or any utility service moratoriums or other moratoriums affecting the Property and/or the Ground Lease; (xix) The Company has been treated as a partnership and not as a corporation or association for federal income tax purposes since the date of its formation; (xx) The Company has no knowledge, nor has it received any formal notice, of any threatened or pending condemnation proceeding, legal actions, suits or other litigation adversely affecting Leasehold Owner, the Property, the Ground Lease, or any permit or license pertaining to the Property and/or the Ground Lease. (xxi) To the knowledge of the Company, Neither the Company nor the Leasehold Owner has received any written notice from any governmental agency of any uncured material violation of any federal, state, county or municipal law, ordinance, order, regulation or requirement (including any Permitted Exception) affecting the Property (xxii) A list of all insurance policies maintained by or on behalf of the Leasehold Owner with respect to the Property and/or the Ground Lease are attached as Exhibit 12.1(xxii). Such insurance policies are in full force and effect on the date of this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him in accordance with its termsall premiums due on such insurance policies have been paid. (xxiii) The Company has no employees; and (fxxiv) no litigationNeither the Company nor the Leasehold Owner is a debtor in any state or federal insolvency bankruptcy, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; andreceiving proceeding. (gxxv) None of the Company or the Leasehold Owner has filed any petition seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any law relating to bankruptcy or insolvency, nor has any such petition been filed against the Company or the Leasehold Owner; No general assignment of the Company or the Leasehold Owner's property has been made for the benefit of creditors, and no receiver, master, liquidator or trustee has been appointed for Investor or any of its property; None of the Company or the Leasehold Owner is insolvent and the consummation of the transactions contemplated by this Agreement shall not render any of the Company or the Leasehold Owner insolvent; (xxvi) None of (A) the Licensor has not and will not enter into Company (B) Leasehold Owner, (C) any agreement Person, directly or understandingindirectly, oral controlling or writtencontrolled by any of them, and will not do anything, which would in (D) if any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered Company or the Leasehold Owner is a privately-held entity, any Person having a beneficial interest in the Company or the Leasehold Owner, as material breach. 5.3 Without prejudice to applicable, or (E) any other rights Person for whom the Company or remedies of the Licensee under Leasehold Owner are acting as agent or nominee in connection with the transaction contemplated by this Agreement, is a country, territory, individual or entity named on any OFAC List or a Person prohibited under the Licensor hereby covenants OFAC Programs. “OFAC” means the U.S. Treasury Department’s Office of Foreign Assets Control. “OFAC List” means any list maintained, from time to time, by OFAC, which lists countries, territories, Persons and other entities, the engagement of transactions with whom is prohibited by OFAC and/or by Executive Order 13224 (Sept. 24, 2001) “Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”, which lists can be found on the Licensee to indemnify OFAC website at <▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇/ofac>. “OFAC Programs” means the Licenseeprograms administered by OFAC, its Affiliates and/or its Sublicensee (which prohibit dealing with individuals or entities in certain countries regardless of whether such individuals or entities appear on any OFAC List. “Indemnitees”) against all direct and actual lossesPerson” means any individual, damages and costs and expenses that shall have directly sufferedcorporation, incurred partnership, joint venture, association, joint stock company, trust, trustee, estate, limited liability company, unincorporated organization, real estate investment trust, government or sustained by the Indemnitees in consequence any agency or political subdivision thereof, or any other form of any breach of the above warranties by the Licensor.entity;

Warranties and Representations. 5.1 The Licensor hereby representsPledgor warrants and represents to, undertakes and warrants to agrees with, the Licensee Administrative Agent that: -: (a) the Licensor a. The Pledgor is and shall be the owner of the entire Collateral free and clear of all pledges, liens, security interests and other encumbrances of every nature whatsoever, except in favor of the Administrative Agent; b. The Pledgor has the full right, title and interest in and to the Licensed Patent and has the right to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to executepledge the Collateral and to grant the security interest in the Collateral as herein provided; c. There are no restrictions on the transfer of the Collateral to the Administrative Agent hereunder, deliver or with respect to any subsequent transfer thereof or realization thereupon by the Administrative Agent; d. Pledgor is a duly organized and perform validly existing limited partnership in good standing under the terms laws of the State of Delaware pursuant to certain Limited Partnership Agreement dated as of January 9, 2009 (the “Partnership Agreement”), and provisions of this Agreement and will continue to have such has all requisite power and authority to execute own its properties and perform conduct its obligations under this Agreementbusiness in all applicable jurisdictions; e. The BBP Borrowers are duly organized and validly existing limited liability companies in good standing under the laws of the State of Delaware pursuant to that certain Limited Liability Company Agreement of G&E ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ MOB, LLC effective as of January 12, 2010 and that certain Limited Liability Company Agreement of G&E ▇▇ ▇▇▇▇ ▇▇ Parkway Medical Center, LLC effective as of January 22, 2010 (dcollectively referred to herein as the “Organizational Documents”), and have all requisite power and authority to own their properties and conduct their business in all applicable jurisdictions; f. The Pledgor is the one hundred percent (100%) all necessary action has owner of the membership interests in the BBP Borrowers as more particularly set forth in Exhibit A, annexed hereto; g. True and complete copies of the Organizational Documents of the BBP Borrowers have been taken delivered by the Pledgor to authorise its the Administrative Agent, and the same have not been further amended or modified in any respect whatsoever; h. The execution, delivery and performance of this AgreementAgreement by the Pledgor does not and shall not result in the violation of any mortgage, indenture, material contract, instrument, agreement, judgment, decree, order, statute, rule or regulation to which the Pledgor is subject, or by which it or any of its property is bound; (e) this i. This Agreement constitutes the legal, valid and binding obligations obligation of the Licensor enforceable against him Pledgor in accordance with its terms; andthe terms hereof and has been duly authorized, executed and delivered; (f) j. There is no litigation, arbitration, tax claim, dispute material litigation or administrative proceedings is presently subsisting proceeding now pending, or pending orto the best of its knowledge threatened in writing, to his knowledge, threatened against the Pledgor or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms BBP Borrowers which if adversely decided could materially impair the ability of this Clause shall be considered as material breach. 5.3 Without prejudice the Pledgor to pay or perform the Pledgor’s obligations hereunder or under any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the LicensorLoan Document.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes warrants and warrants to represents that: 5.1.1 it has the Licensee that: - (a) the Licensor is the owner of the entire right, title and interest in and to the Licensed Patent and has the right to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to execute, deliver and perform the terms and provisions of enter into this Agreement; and 5.1.2 this Agreement does not contravene any other agreement to which Licensor is a party. 5.2 Licensee warrants and will continue to have such represents that: 5.2.1 it has full right, power and authority to execute enter this Agreement and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its the execution, delivery and performance of this AgreementAgreement has been duly authorized by all appropriate corporate action; (e) 5.2.2 this Agreement constitutes does not contravene any other Agreement to which Licensee is a party; 5.2.3 the legalLicensed Products and the manufacture, valid distribution, packaging, promotion, advertising and binding labels associated with the Licensed Products shall fully comply with all applicable laws and regulations; 5.2.4 the packaging, promotional and advertising materials associated with the Licensed Products will not infringe upon the copyrights, patents, trademarks, trade dress, or other intellectual property rights of any person, film, or entity. 5.2.5 it will use its best efforts to promote, market, sell and distribute the Licensed Products; 5.2.6 it has sufficient capital to operate and satisfy all financial obligations hereunder; 5.2.7 it shall be solely responsible for the manufacture, production, sale and distribution of the Licensor enforceable against him in accordance with its termsLicensed Products and will bear all related costs associated therewith; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and 5.2.8 Licensee agrees that it will not enter into any agreement or understanding, oral or written, and will not do anything, which would engage in any way be inconsistent with this Agreement. 5.2 The act or omission which may diminish or impair the good will, name or reputation of either Licensor acknowledges and agrees that or the Licensee has entered into this Agreement Trademark including, but not limited to, utilizing any plant which manufactures Licensed Products in reliance upon, inter alia, the representations and warranties set out in this Clause and breach violation of the terms laws of this Clause shall be considered as material breachthe country in which the plant is located. Licensee further agrees not to employ workers under age sixteen (16) in any plant which manufactures Licensed Products. 5.3 Without prejudice to any other rights or remedies It is the intention of the parties that Licensee under shall introduce the Licensed Products in all countries in the Territory on or before the Product Introduction Date recited in Schedule A and commence shipment of Licensed Products in all countries in the Territory on or before the Initial Shipment Date recited in Schedule A. Wilful failure to meet either the Product Introduction Date or the Initial Shipment Date shall constitute grounds for immediate termination of this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained Agreement by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes and warrants ‌ 9.1 MTN gives to BIC2 the Licensee that: - (a) warranties set out in Annexe "A" in connection with the Licensor is the owner subscription of the entire rightMTN Tranche 1 Subscription Shares. 9.2 Other than the warranties set out in Annexe "A", title and interest MTN gives no other warranties (whether express, implied or tacit) in and relation to the Licensed Patent and has the right to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict connection with the terms MTN Tranche 1 Subscription Shares and/or the direct or indirect business, assets, liabilities, share capital, financial position of MTN and/or any other matter concerning MTN or its subsidiaries at any time, whether before or after the Signature Date, and conditions the MTN Tranche 1 Subscription Shares are otherwise allotted and issued to and subscribed for by BIC2 on a "voetstoots" basis. BIC2 acknowledges and agrees that it relies entirely on its own judgment in subscribing for the MTN Tranche 1 Subscription Shares. Save for the rights accorded to BIC2 under this Agreement, Applicable Laws BIC2 hereby waives and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation limits to the right full extent permitted by law its rights in respect of all warranties and/or other remedies which may arise or be implied or imposed by law in respect of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations transactions under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreement. 5.2 The Licensor 9.3 MTN makes no representations to BIC2 whatsoever in connection with the MTN Tranche 1 Subscription Shares and/or the direct or indirect business, assets, liabilities, share capital, financial position of MTN and/or any other matter concerning MTN or its subsidiaries at any time, and no warranty given in Annexe "A" shall be construed as a representation. BIC2 acknowledges that it has not received or relied on any representations from any other person and, as an irrevocable stipulatio ▇▇▇▇▇▇ in favour of such persons (which may be accepted at any time and without further notice to BIC2), waives any claims which it has or may have in respect thereof. 9.4 BIC2 agrees that and undertakes to MTN that, except in the Licensee case of fraud, it has entered no rights against and shall not make any claim against any present or former employee, director, agent or officer of MTN (or any of its subsidiaries) on whom it may have relied before agreeing any term of or before entering into this Agreement (including in reliance uponrelation to any information supplied or omitted to be supplied by any such person in connection with the warranties in Annexe "A"). The provisions of this clause 9.4 will be an irrevocable stipulatio ▇▇▇▇▇▇ in favour of such present and former employees, inter aliadirectors, agents and officers who may accept the representations stipulatio at any time and warranties set out in this Clause and without further notice to BIC2.‌ 9.5 Save where a claim arises from the fraudulent or wrongful, wilful acts or omissions of MTN, MTN's liability for breach of warranty or undertaking hereunder shall at all times be limited to an amount equal to the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this AgreementTransaction Share Price, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained multiplied by the Indemnitees number of MTN Tranche 1 Subscription Shares. In no circumstances (to the maximum extent so permissible in consequence of law), shall MTN be liable for any consequential losses or damages which arise from or in connection with any breach of breaches of warranty or undertaking, including loss of profit, loss of income and loss of prospective increase in value of the above warranties MTN Tranche 1 Subscription Shares. 9.6 Nothing in this clause 9 shall in any way whatsoever limit or detract from the respective rights and obligations of MTN and BIC2 under the Subordination and Undertaking Agreement and/or from the enforcement by the Licensorany party thereto of any rights and/or remedies which may arise or be implied or imposed by law in respect of such agreement. PART B: THE NVF CALL OPTION

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes 6.1. PEISA warrants and warrants to the Licensee that: - (a) the Licensor is the owner declares as of the entire right, title and interest in and to the Licensed Patent and has the right to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to execute, deliver and perform the terms and provisions date of this Agreement and throughout the full term thereof: (i) That PEISA is the sole and exclusive owner of the Shares; (ii) That the Shares have been validly issued and represent [*] ([*]%) of the capital stock and of the votes of the Company; (iii) That PEISA has not assigned, encumbered, transferred or otherwise affected the disposability of the Shares, all of which are (and, except for the Pledge, while they are pledged under the Agreement, the Shares will continue to have such power be at all times) free of rights in rem or personal rights, attachments, inhibitions or preferential rights conferred on third parties, and authority to execute from any other encumbrance or restriction of a legal, contractual or of any other nature, or impediment, which restricts and/or impedes and/or limits and/or otherwise hinders or impairs the Pledge, the perfection of the Pledge, and/or the full, peaceful and perform effective exercise by REPSOL of any of its obligations powers, preferential rights, functions, rights, titles and/or interests under this Agreement; (div) all necessary action That the Pledge constitutes a legal act for which under law and the bylaws PEISA has capacity and is authorized to perform, and creates valid first-ranking preferential rights for the benefit of REPSOL; (v) That the Agreement constitutes a valid and binding obligation of PEISA, and may be legally executed in accordance with its terms and conditions, and the Pledge enjoys the privilege and preference expressed herein; (vi) That the Pledge has been taken to authorise its executionmade in compliance with all the necessary corporate approvals of PEISA, delivery without a violation of any legal, bylaw, assembly or contractual provision; (vii) That the conclusion and performance of this Agreement (a) does not violate nor will it violate any agreement to which PEISA is a party, or by which any of its respective assets are bound, (b) except for the provisions of this Agreement, does not nor will it result in the existence of, nor do nor will it oblige ▇▇▇▇▇▇▇▇ to create any encumbrance on any of its respective properties, and (c) does not violate nor will it violate any rule or Applicable Law to which PEISA or any of its respective assets is subject; (viii) That no consent, authorization, approval, notification, presentation or any other action of any Person subject to private or public law (including, but not limited to, any Government Authority) is required for the purposes of (a) the creation, perfection and/or performance and/or execution of the Pledge, and (b) the exercise by REPSOL of all its rights envisaged under this Agreement; with the exception of the registration of the Pledge in the relevant share register and, if applicable, in the event of the Sale of the Property to be Executed, the registration of any purchaser of the Shares in the Public Commercial Registry under Article 118 or Article 123 of the LSC and the authorization of the Argentinean Competition Authorities for the acquisition of the Shares by any person; (ix) That beyond the provisions of this Agreement, there is no other condition precedent which must be fulfilled for the purposes of the creation and perfection of the Pledge; and once the Pledge has been entered in the shareholders register all the formalities necessary for the opposability of the Pledge will have been observed; (x) That ▇▇▇▇▇▇▇▇ is not in breach of the Credit Facility Agreement, the Guaranty Agreement, or any other agreement, contract, order, resolution or summons, judicial or extrajudicial, which may adversely affect the Pledge and/or any of the rights of REPSOL under this Agreement; (exi) this Agreement constitutes the legal, valid That PEISA fulfils each and binding obligations all of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this imposed on it arising from the Credit Facility Agreement and the Guaranty Agreement; and (gxii) That PEISA fulfills each and all of the Licensor has not obligations imposed on it under the Applicable Laws, regulations and will not enter into any agreement or understandingother rules related, oral or written, and will not do anything, which would and/or in any way be inconsistent with linked, to the Shares, the breach of which would have a significant adverse effect on the Pledge. 6.2. PEISA recognizes that it has made the representations, declarations and warranties referred to in this Agreement so that REPSOL may sign the Guaranty Agreement; and recognizes and agrees that REPSOL has entered into such Guaranty Agreement on the basis of, induced by, and in full trust of the truth and correctness of each and all of the declarations, representations and warranties of PEISA in this Agreement and in the Guaranty Agreement. It is clarified that the falsity, error or inaccuracy of any of such declarations, representations and warranties shall constitute a breach of ▇▇▇▇▇▇▇▇ under this Agreement. 5.2 6.3. The Licensor acknowledges rights and agrees that remedies of REPSOL in relation to any falsity, error or inaccuracy of any of the Licensee has entered into this Agreement in reliance uponrepresentations, inter alia, the representations declarations and warranties set out made by PEISA in this Clause Agreement, shall not be prejudiced or affected by any investigation or audit which may be performed or may have been performed by REPSOL and/or its representatives and/or any other person on behalf of and breach at the order of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice aforementioned persons and/or due to any other act whatsoever, or which may be performed by, and/or on behalf and at the order and/or in representation of REPSOL and which, were it not for this Article 6.3., could prejudice and/or affect any of such rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensorremedies.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes 17.01 ANTEX warrants it owns the entire right and warrants title to the Licensee that: - (a) the Licensor is the owner of the entire right, title and interest in and to the Licensed Patent Intellectual Property and has the right to grant licenses hereunder; (b) the Licensor enter into this Agreement and has not knowingly granted to any third party any right granted to SB under the Original License as of the Effective Date. Subject to the rights granted to Pasteur Merieux Serums et Vaccins S.A. pursuant to the Pasteur License ANTEX hereby further represents and will warrants to SB that ANTEX has not knowingly grant licenses granted any rights or licences to any Third Party which would interfere with or be in derogation with this Agreement or the Original License and that the Intellectual Property is free and clear from any liens and encumbrances for use in the Field. 17.02 ANTEX makes no representations or warranties as to the validity or scope of the Patents or that the manufacture, use, sale or other disposal of the Products will be free from infringement of patents of Third Parties. However, ANTEX hereby represents that it has no present knowledge from which it can be inferred that Patents are invalid or that their exercise would infringe patent rights of Third Parties. A holding of invalidity or unenforceability of any Patents, from which no further appeal is or can be taken, shall not affect any obligation already accrued hereunder, but shall only eliminate royalties otherwise due under such Patent from the date such holding becomes final or the date that such royalty obligation becomes suspended pursuant to the Licensed Patent that are Section 5.03. 17.03 ANTEX acknowledges that, in conflict with the terms and conditions in entering into this Agreement, Applicable Laws and/or SB has relied upon information supplied by ANTEX (all of such other agreements entered by information being hereinafter referred to collectively as "Product Information") and ANTEX warrants and represents that to the Licensor. For the avoidance best of doubtits knowledge, the Licensor shall not be entitled Product Information is accurate in all material respects. ANTEX further warrants and represents that to part withthe best of its knowledge, assignit has not, license and/or in any way deal with up through and including the Licensed Patent date of this Agreement, omitted to furnish SB with any third party other than information concerning Products or the Licensee, subject always that transactions contemplated by this shall Agreement which would be without derogation material to the right of the Licensor SB's decision to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to execute, deliver and perform the terms and provisions of enter into this Agreement and will continue to have such power undertake the commitments and authority to execute obligations set forth herein. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ANTEX AND ITS DIRECTORS, OFFICERS AND EMPLOYEES MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING, AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, IN NO EVENT SHALL ANTEX AND ITS DIRECTORS, OFFICERS AND EMPLOYEES BE LIABLE FOR ANY CLAIMS (INCLUDING CLAIMS FOR ECONOMIC DAMAGE OR INJURY TO PERSON OR PROPERTY OR FOR LOST PROFITS) ARISING FROM THE PERFORMANCE OF ANY PRODUCT BASED UPON THE INTELLECTUAL PROPERTY, INCLUDING ITS SAFETY, EFFECTIVENESS, COMMERCIAL VIABILITY OR MERCHANTABILITY, AND SB ASSUMES ALL RESPONSIBILITY AND LIABILITY IN THIS REGARD EXCEPT IN CASES OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF ANTEX. 17.04 ANTEX warrants and perform its obligations under this Agreement; (d) all necessary action represents that it has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations no present knowledge of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence existence of any breach pre-clinical or clinical data or information concerning the Products which suggests that there may exist toxicity, safety and/or efficacy concerns which may materially impair the utility and/or safety of the above warranties by the Licensorsuch Products.

Warranties and Representations. 5.1 The Licensor Executive hereby represents, undertakes represents and warrants to the Licensee Corporation that: -: (a) Executive acknowledges and agrees that Executive considers the Licensor restrictions set forth in Sections 8 and 9 hereof to be reasonable both individually and in the aggregate, and that the duration, geographic scope, extent and application of each of such restrictions are no greater than is necessary for the protection of the Corporation’s legitimate interests. It is the owner desire and intent of Executive and the entire right, title Corporation that the provisions of Sections 8 and interest in and 9 shall be enforced to the Licensed Patent fullest extent possible under the laws and has public policies applied in each jurisdiction in which enforcement is sought. The Corporation and Executive further agree that if any particular provision or portion of Sections 8 and 9 shall be adjudicated to be invalid or unenforceable, such adjudication shall apply only with respect to the right operation of such provision in the particular jurisdiction in which such adjudication is made. The Corporation and Executive further agree that in the event that any restriction herein shall be found to be void or unenforceable but would be valid or enforceable if some part or parts thereof were deleted or the period or area of application reduced, such restriction shall apply with such modification as may be necessary to make it valid, and Executive and the Corporation empower a court of competent jurisdiction to modify, reduce or otherwise reform such provision(s) in such fashion as to carry out the parties’ intent to grant licenses hereunder;the Corporation the maximum allowable protection consistent with the applicable law and facts. (b) In the Licensor event a court of competent jurisdiction or the arbitrator in accordance with Section 12(j) (collectively a “Court”) has not knowingly granted and will not knowingly grant licenses determined that Executive has violated the provisions of Section 8 or other rights to the Licensed Patent that are in conflict with the terms and conditions in 9 of this Agreement, Applicable Laws and/or the running of the time period of such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this provisions so violated shall be without derogation to the right automatically suspended as of the Licensor to use date of such violation and shall be extended for the Licensed Patent for its own use;period of time from the date such violation commenced through the date that the Court determines that such violation has permanently ceased. (c) Executive is not now under any obligation of a contractual or quasi-contractual nature known to Executive that is inconsistent or in conflict with this Agreement or that would prevent, limit or impair the Licensor performance by Executive of Executive’s obligations hereunder. The Corporation acknowledges that the Corporation has reviewed the power limitations of Executive’s post-employment obligations in Executive’s employment agreement and authority equity award agreements with his current employer, and that such post-employment obligations shall not be considered to executelimit or impair Executive’s performance of his obligations hereunder. (d) Executive has been or has had the opportunity to be represented by legal counsel in the preparation, deliver negotiation, execution and perform delivery of this Agreement and understands fully the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreementhereof. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 13.1 The Licensor Company hereby represents, undertakes warrants and warrants represents to the Licensee that: -Board on the date of this Agreement as follows: (a) that it is duly incorporated, validly existing and in good standing under the Licensor is the owner laws of the entire right, title State of Delaware and interest is duly qualified to do business and is in and to good standing as a foreign entity in each jurisdiction where the Licensed Patent and has the right to grant licenses hereundernature of its business requires such qualification; (b) that it has the Licensor has not knowingly granted corporate power and will not knowingly grant licenses or other rights authority to carry on its business as now being conducted and, as of the Licensed Patent that are in conflict with the terms date of this Agreement and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubtto its knowledge having made due and careful enquiry, the Licensor shall not be entitled Company has the requisite skill, knowledge, staffing, financial resources, capacity and ability to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for carry out its own useobligations hereunder; (c) the Licensor that it has the corporate power and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under each Transaction Document and to borrow hereunder and the individual signing this AgreementAgreement has the necessary authority to legally bind the Company to the terms set forth herein; (d) all necessary action has been taken that the obligations expressed to authorise its be assumed by it in each Transaction Document are legal, valid, binding and enforceable obligations; (e) that the execution, delivery and performance of this each Transaction Document, the borrowings hereunder and the creation of the Security as contemplated by the Security Documents have been duly authorised by all requisite corporate action and will not violate or conflict with, or result in the imposition of any Security under (other than as contemplated by the Security Documents): (i) any law or regulation applicable to it; Arcturus Manufacturing Support Agreement (exe) (ii) its certificate of incorporation and bylaws of the Company; or (iii) any provision of any agreement (including the Western Alliance Agreement) or court order, consent decree or other arrangement, whether written or oral, by which it is bound; (ef) this Agreement constitutes the legalthat all Authorisations required or desirable: (i) to enable it lawfully to enter into, valid exercise its rights and binding obligations of the Licensor enforceable against him in accordance comply with its termsobligations in each Transaction Document; (ii) to make each Transaction Document admissible in evidence in any relevant jurisdiction; and (fiii) to enable it to create the Security to be created by it pursuant to any Security Document to which it is a party and to ensure that such Security has the priority and ranking it is expressed to have, have been obtained or effected and are in full force and effect (including in respect of the Western Alliance Agreement); (g) that no litigationDefault is continuing or might reasonably be expected to result from the making of any Drawing; (h) to the Company’s knowledge, arbitrationhaving made due and careful enquiries, tax claimthat any factual information provided by it in relation to each Transaction Document was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated, dispute and nothing has occurred or administrative been omitted from such factual information as at the date it was provided and no information has been given or withheld as at the date it was provided that results in such information being untrue or misleading in any material respect; (i) that its payment obligations under each Transaction Document rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally; (j) that the Security created or expressed to be created in favour of the Board by or pursuant to each Security Document has and shall have the ranking in priority which it is expressed to have in that Security Document and is not and shall not be subject to any prior ranking or pari passu ranking Security; (k) that its latest balance sheet and financial statements made available to the Board are in the forms filed with the US Securities and Exchange Commission and accurately represent the financial condition of the Company on the date thereof and the results of its operation for the period then ended and each such balance sheet shows all known present and future liabilities, direct or contingent, of the Company which are required by the generally accepted accounting principles to be set forth on the balance sheet as of the date thereof and each financial statement referred to herein was prepared in accordance with generally accepted accounting principles; (l) that as of the date of this Agreement, there has been no change in the business activities, operations or financial condition of the Company which may affects its ability to repay the Loan or perform any of its material obligations under any Transaction Document in relation to the Manufacture of the Vaccine and the delivery of the Vaccine Arcturus Manufacturing Support Agreement (exe) to Singapore since the date of the latest financial statements referred to in sub-paragraph (k) above; (m) there are no actions, suits or proceedings is presently subsisting or pending or, to his the Company’s knowledge, threatened against the Company or any of its Affiliates at law or in equity (whether or not purportedly on behalf of the Company, its parent or any of its subsidiaries) in relation to the Project and/or Charged Property before any court or competent body adjudicating such matters (other than a proceeding which is likely frivolous or vexatious and is discharged, stayed or dismissed within ninety (90) days of commencement) which, if adversely determined, would be expected to have a materially and adversely affect the ability of the Company to repay the Loan when due or perform any of its material adverse effect upon him or his ability to perform all of his obligations under this Agreementany Transaction Document in relation to the Manufacture of the Vaccine and the delivery of the Vaccine to Singapore; and (gn) the Licensor has not and will not enter into that no steps have been taken or are being taken to appoint a receiver and/or manager or judicial manager (or equivalent officer) or liquidator or any agreement other person over it or understanding, oral any of its assets or written, and will not do anything, which would in any way be inconsistent with this Agreementwinding up action, save for any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within ninety (90) days of commencement. 5.2 The Licensor acknowledges 13.2 Each of the warranties and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out contained in this Clause 13 herein are deemed to be made by the Company by reference to the facts and breach circumstances then existing on the date of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this AgreementWritten Notice, the Licensor hereby covenants with Drawdown Date and on the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence first day of any breach of the above warranties by the Licensoreach Interest Period.

Warranties and Representations. 5.1 22.1 The Licensor hereby represents, undertakes Borrower represents and warrants to the Licensee that: -Lender on the date of this Agreement on the Drawdown Date and on the last Business Day of each month as follows: 21.2.1 it is a limited liability corporation, duly incorporated and validly existing under its Relevant Jurisdiction; 21.2.2 subject to the Reservations and Perfection Requirements, the execution of this agreement on its behalf has been validly authorised and the obligations expressed as being assumed by it under this agreement and under the Finance Documents to which they are a party constitute valid, legal and binding obligations of it which are enforceable against it in accordance with their terms; 21.2.3 neither the execution and delivery of this agreement and the Finance Documents by it nor the borrowing of the Loan in full hereunder nor the performance or observance of any obligations hereunder will: (a) the Licensor conflict with, or result in any breach of, any law, statute, regulation, indenture, mortgage, trust deed, agreement or other instrument, arrangement, obligation or duty by which it is the owner of the entire right, title and interest in and to the Licensed Patent and has the right to grant licenses hereunder;bound; or (b) cause any limitation on any of their powers whatsoever, howsoever imposed, or on the Licensor has right or ability of their directors to exercise such powers, to be exceeded, in each case, to the extent that it would have a Material Adverse Effect; 21.2.4 it is not knowingly granted and will not knowingly grant licenses in default under any law, statute, regulation, indenture, mortgage, trust deed, agreement or other rights instrument, arrangement, obligation or duty by which it is bound which has or will have a Material Adverse Effect; 21.2.5 there exists no Encumbrance (other than Permitted Encumbrances) over the whole or any part of their undertaking or assets, present or future (including uncalled capital) other than pursuant to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him in accordance with its termsPermitted Encumbrances; and (f) 21.2.6 that no litigation, arbitration, tax claim, dispute Event of Default or administrative proceedings Potential Event of Default has occurred or is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreementcontinuing. 5.2 22.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in clause 8.1 shall survive the execution of this Clause agreement and breach the making of the terms of this Clause Loan hereunder and shall be considered deemed to be repeated in each case with reference to the facts and circumstances then subsisting as material breachif made at each such time. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes 15.1 MPI warrants and warrants to the Licensee that: - (a) the Licensor is the owner of the entire right, title and interest in and to the Licensed Patent and represents that it has the right to grant licenses the exclusive distribution rights outlined in Article 5, has the right to enter into this AGREEMENT, and is not aware of any impediment which would inhibit its ability to perform the terms and conditions imposed on it. MPI further warrants and represents that there is nothing in any THIRD PARTY agreement MPI has entered into as of the EFFECTIVE DATE which, in any way, will limit MPI's ability to perform all of the obligations undertaken by MPI hereunder. MPI further warrants and represents that it will not enter into any THIRD PARTY agreement after the EFFECTIVE DATE which, in any way, will limit MPI's ability to perform all of the obligations undertaken by MPI hereunder. MPI further warrants and represents that it will not encumber, with liens, mortgages, security interests or otherwise, any PATENTS and KNOW HOW which would be infringed by activities related to the distribution of PRODUCT by SB's exercise of rights herein granted. 15.2 MPI warrants and represents that it has disclosed to SB the complete texts of all PATENTS as of the EFFECTIVE DATE as well as all information received by MPI as of the EFFECTIVE DATE concerning the institution or possible institution of any interference, opposition, reexamination, reissue, revocation, nullification or any official proceeding involving a PATENT anywhere in the TERRITORY. MPI hereby warrants and represents that it has no present knowledge from which it can be inferred that PATENTS are invalid or unenforceable or that their exercise would infringe valid patent rights of THIRD PARTIES. A [Confidential Treatment requested for redacted portions of document.] Page 43 47 holding of invalidity or unenforceability of any PATENT, from which no further appeal is or can be taken, shall not affect any obligation already accrued hereunder, except as otherwise provided in Paragraph 2.5. 15.3 MPI acknowledges that, in entering into this AGREEMENT, SB has relied upon information supplied by MPI and information which MPI has caused to be supplied to SB by MPI's agents and/or representatives, pursuant to that certain Confidentiality Agreement dated August 1, 1992, between the parties, (all of such information being hereinafter referred to collectively as "Product Information") and MPI warrants and represents that the Product Information is timely and accurate in all material respects. MPI further warrants and represents that it has not, up through and including the EFFECTIVE DATE, omitted to furnish SB with any material information available to MPI concerning PRODUCT, STUDY 304 or any information (material or not) regarding the results thereof, or the transactions contemplated by this AGREEMENT. 15.4 MPI warrants and represents that it has no present knowledge of the existence of any preclinical or clinical data or information concerning PRODUCT including, but not limited to, information known to MPI as of the EFFECTIVE DATE related to any previous or ongoing clinical trial which generated data related to the efficacy of PRODUCT in the INITIAL INDICATION, such as, but not limited to, STUDY 304, which MPI has not disclosed to SB as of the EFFECTIVE DATE. MPI further warrants and represents that, when the STUDY 304 results are made public, if there is not a determination that there were Positive STUDY 304 Results (as defined in Paragraph 2.2(c)), and if SB determines that MPI knew that such results were not positive prior to the EFFECTIVE DATE but did not disclose such to SB, then SB shall so notify MPI in writing, and this AGREEMENT shall be terminated on the date of MPI's receipt of such notice. Termination of the AGREEMENT in accordance with this Paragraph shall not limit remedies which may be otherwise available to SB in law or equity. (a) has received all necessary consents and waivers, in writing, which MPI requires from any other THIRD PARTY by virtue of the rights granted to SB under this AGREEMENT; (b) the Licensor has not knowingly granted and will not knowingly grant licenses shall pay all royalties or other rights sums and other payments which MPI may owe to any THIRD PARTY by virtue of this AGREEMENT, and shall perform and observe all of the Licensed Patent that other obligations outlined in all present and future agreements between MPI and any THIRD PARTY which are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with related to MPI's ability to grant the Licensed Patent with any third party other than the Licensee, subject always that rights granted to SB under this shall be without derogation AGREEMENT or to the right of the Licensor MPI's ability to use the Licensed Patent for perform its own use;obligations to SB under this AGREEMENT; and (c) In the Licensor event that MPI receives notice from any such THIRD PARTY that MPI has the power and authority committed a breach of its obligations under any such agreement, or if MPI anticipates such breach, such as may give rise to execute, deliver and perform the terms and provisions of this Agreement and will continue a right by such THIRD PARTY to have such power and authority terminate or otherwise diminish MPI's rights to execute and PATENTS and/or KNOW-HOW and/or otherwise diminish MPI's ability to perform its obligations to SB under this Agreement; (d) all necessary action has been taken AGREEMENT, MPI shall immediately notify SB of such situation, and MPI shall promptly cure such breach. However, if MPI is unable to authorise its executioncure such breach, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending orMPI shall, to his knowledgethe extent possible, threatened or which is likely permit SB to have a material adverse effect upon him or his ability cure such breach and to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent negotiate directly with this Agreementsuch THIRD PARTY. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor hereby represents12.1 APS warrants and represents that, undertakes and warrants to the Licensee that: - (a) the Licensor is the owner of the entire its knowledge, it has full right, title title, and interest in and to or the Licensed right to practice all Know-How and Patent Rights relating to the Microsponge System and that it has the right to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement the licenses and assignment set forth herein; that there are no outstanding written or understanding, oral or written, and will not do anything, which would in any way be agreements inconsistent with this Agreement. 5.2 The Licensor acknowledges ; and agrees that the Licensee has entered it is empowered to enter into this Agreement and grant the licenses and make the assignments provided herein without burdens, encumbrances, restraints, or limitations of any kind which could adversely affect the rights of PCP under this Agreement except as may be set forth herein. 12.2 APS warrants and represents that it will prosecute and maintain the patent applications and patents included in reliance uponAPS Patent Rights and any federal and state trademark registrations set forth in Exhibit C hereto to the extent that they cover Licensed Products. 12.3 APS warrants and represents that it knows of no rights of others that would impede PCP's ability to sell any Licensed Product except as provided in the Neet Agreement, inter aliaprovided that APS has approved in writing any claims to be made for the Licensed Products. 12.4 APS warrants and represents that this Agreement covers substantially all of PREMIER's business of which the Licensed Products are a part, that the representations assignment is valid under the Neet Agreement and warranties set out in this Clause that by virtue of such assignment PCP will acquire all of PREMIER's rights under such Agreement. APS will promptly inform Reckitt & ▇▇▇▇▇▇ Overseas and breach Reckitt & ▇▇▇▇▇▇ ▇.▇. of the terms assignment and secure an acknowledgement from them of the assignment and of PCP as the assignee. 12.5 APS warrants and represents that any filings with and consents and approvals of any governmental agencies, including but not limited to the United States Food and Drug Administration, to the extent required in connection with the offer, shipment and sale of Licensed Products where presently sold in the applicable Territory have been obtained and are in full force and effect and will not expire or be adversely affected as a result of this Clause shall be considered as material breachAgreement. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor hereby Mortgagor represents, warrants and undertakes and warrants to the Licensee that: -: (a) the Licensor is the owner of the entire right, title Mortgagor has full right and interest in authority to execute and to the Licensed Patent and has the right to grant licenses hereunderdeliver this Mortgage; (b) the Licensor has not knowingly granted Mortgagor has, in Mortgagor's own right, good and will not knowingly grant licenses or other rights marketable title in fee simple to the Licensed Patent that are in conflict with Property free from any encumbrance superior to the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licenseeindebtedness hereby secured, subject always that this shall be without derogation only to the right of the Licensor to use the Licensed Patent for its own useany Permitted Exceptions; (c) the Licensor has the power Mortgagor is solvent and authority to executeno proceeding under any Debtor Relief Laws (as hereinafter defined) is pending or threatened by or against Mortgagor, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreementas a debtor; (d) Mortgagor is and shall until the Obligation is fully discharged continue to be (i) duly organized, validly existing and in good standing under the laws of the state of Mortgagor's organization, and in good standing under Hawaii law, (ii) in compliance with all conditions prerequisite to Mortgagor's lawfully doing business in the State of Hawaii and (iii) possessed of all power and authority necessary action has been taken to authorise its execution, delivery own and performance of this Agreementoperate the Property; (e) the execution of this Settlement Agreement constitutes and this Mortgage by Mortgagor have been duly authorized and the legal, valid obligations thereunder and binding obligations of hereunder and the Licensor enforceable against him performance thereof and hereof by Mortgagor in accordance with its terms; andtheir terms are within Mortgagor's powers and are not in contravention of any law, agreement or restriction to which Mortgagor or the Property is subject; (f) no litigation, arbitration, tax claim, dispute Lessee (as defined in Section 6.1 hereof) is in default under any Lease (as defined in Section 6.1 hereof) beyond the expiration of any applicable grace or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreementcure period; and (g) the Licensor has not and will not enter into any agreement or understandingwith respect to each Lease under which Mortgagor is a lessor, oral or written, and will not do anything, which would Mortgagor is in any way be inconsistent compliance with this Agreement. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms and provisions of this Clause shall be considered as material breachsuch Lease. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor hereby representsSeller makes the following warranties and representations to Buyer, undertakes which shall be true and warrants to correct as of the Licensee that: -date of Seller's acceptance hereof, as of the Transfer Date and as of the Closing under the Agreement and the HPP Agreement: (a) To the Licensor is the owner best of Seller's knowledge, all documents delivered to Buyer by and on behalf of Seller are or will be true and correct copies of the entire right, title originals and interest in and to truly represent the Licensed Patent and has the right to grant licenses hereunder;factual matters stated therein. (b) Seller has the Licensor legal power, right and authority to enter into this letter agreement and the instruments referenced herein, and to consummate the transactions contemplated hereby. (c) All requisite corporate action has not knowingly granted been taken by Seller in connection with entering into this letter agreement, the instruments referenced herein, and will not knowingly grant licenses the consummation of the transactions contemplated hereby. No consent of any partner, shareholder, creditor, investor of Seller, judicial or administrative body, or governmental authority having jurisdiction over Seller or other rights party is required. (d) The individuals executing this letter agreement and the instruments referenced herein on behalf of Seller have the legal power, right, and actual authority to the Licensed Patent that are in conflict with bind Seller to the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power hereof and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement;thereof. (e) this Agreement constitutes the legalThis letter agreement and all documents required hereby to be executed by Seller are and shall be valid, valid and legally binding obligations of the Licensor and enforceable against him Seller in accordance with its their terms; and, except as may be limited by laws of bankruptcy and insolvency. (f) no litigationExcept for the required consents of the Owner and HPP under Section 11.4 of the Agreement and Section 11.4 of the HPP Agreement, arbitrationrespectively, tax claimneither the execution and delivery of this letter agreement and documents referenced herein, dispute nor the incurrence of the obligations set forth herein, nor the consummation of the transactions herein contemplated, nor compliance with the terms of this letter agreement and the documents referenced herein conflict with or administrative proceedings result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note, or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, lease or other agreements or instruments to which Seller is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; andparty. (g) A true and correct copy of the Licensor HPP Agreement and the Agreement are respectively attached hereto as Exhibits "B" and "C". There are no other agreements with respect to the transfer of Owner's interest in the Property to Seller other than the Agreement. There are no other agreements with respect to the transfer of HPP's interest in the Property to Seller other than the HPP Agreement. Neither the HPP Agreement nor the Agreement has been modified or amended. (h) Seller has not previously assigned, agreed to assign or hypothecated all or any part of the Purchase Rights and will not enter into is the holder thereof free and clear of any agreement liens, encumbrances or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreementother rights of third parties. 5.2 The Licensor acknowledges (i) A true and agrees that correct copy of the Licensee has entered into this brokerage agreement with Union Property Capital which is referred to in Paragraph 5.3 of the Agreement in reliance upon, inter alia, and Paragraph 5.3 of the representations and warranties HPP Agreement (the "Union Property Commission Agreement") is attached hereto as Exhibit "D". Except as expressly set out forth in this Clause and breach letter agreement, there are no other agreements pursuant to which Buyer is obligated to pay a brokerage commission or finder's fee to a third party in connection with the purchase of the terms of this Clause shall be considered as material breachProperty, other than the Union Property Commission Agreement. The Union Property Commission Agreement has not been modified or amended. 5.3 Without prejudice to any other rights or remedies (j) To the best of the Licensee under this AgreementSeller's knowledge, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence Seller is not aware of any breach of material information relating to the above warranties by the LicensorProperty which has not been disclosed to Buyer.

Warranties and Representations. 5.1 8.1 Both parties warrant and represent that they possess the full right and authority to enter into and perform this Agreement. 8.2 The Licensor hereby represents, undertakes warrants and warrants to the Licensee represents that: -: (a) it owns or controls the Licensor is the owner of the entire right, title and interest in and to the Licensed Patent Content and has the right to grant licenses such rights as are expressed to be granted in accordance with this Agreement to The Source free of any adverse, competing or third-party claims and there are no restrictions or agreements relating to the Content which would derogate from or be inconsistent with the rights granted to The Source hereunder; (b) except as otherwise expressly provided herein The Source shall be under no liability whatsoever (including for the Licensor has not knowingly granted and will not knowingly grant licenses payment of any monies, royalties or other rights fees) to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right arising out of the Licensor to its use the Licensed Patent for its own useof Content; (c) all permissions approvals and consents required for the Licensor has exercise by The Source (or its licensees or Partners) of the power and authority rights granted to execute, deliver and perform it have been obtained by the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this AgreementLicensor; (d) all necessary action has been taken it shall not engage in any activity in relation to authorise its execution, delivery the Content which is or may be unlawful or contrary to the rules and performance regulations of this Agreementplatforms from time to time (including unlawful or artificial streaming); (e) it has sole responsibility towards all recording artists, producers, and any other royalty (or non-royalty) participants resulting from sales of the Content under this Agreement constitutes (except only as expressly stated otherwise in the legalMetadata); (f) the Content contains original copyright works, valid is neither obscene nor defamatory and binding obligations does not infringe the rights of any person, firm or company or any third party. Any samples have been cleared for exploitation hereunder at no further cost to The Source; (g) it shall execute, at its own cost, all further documents or agreements required or necessary to perfect the grant of rights hereunder; (h) all information provided in the Metadata is accurate and, where relevant, represents bona fide arrangements between the Licensor enforceable against him in accordance with its termsand third parties to whom The Source is requested to account; and (fi) no litigationit shall indemnify and keep The Source indemnified on demand against any and all liability, arbitrationloss, tax claimdamage, dispute cost or administrative expense (including legal fees and costs) paid or incurred by reason of any breach or non-performance of any of the Licensors warranties, representations or agreements. The Source shall have the right to withhold any money due to Licensor should any inconsistency be claimed by third parties with regard to the rights granted. 8.3 In the event of a claim against The Source and/or its Licensees, Partners or customers, arising from the exploitation of the Content The Source shall: (a) to the extent that it’s reasonable to do so, ensure that the Licensor is given control of any such claim or proceedings but shall remain entitled to co-operate in its own defence at the Licensor's cost; (b) not admit, compromise or settle any claim (save with the advice of its lawyers that such claim is presently subsisting or pending or, more likely than not to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all succeed) but may suspend relevant dealings in the relevant Content and inform third parties of his obligations under this Agreementthe same; and (gc) give the Licensor has not and will not enter into any agreement reasonable assistance with such claim or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreementproceedings at the Licensor's cost. 5.2 8.4 In the event of a claim against The Licensor acknowledges and agrees that Source and/or its Licensees, Partners or customers arising from the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach exploitation of the terms Content the Licensor shall: (a) promptly notify the claimant that it is the owner of this Clause the Content and the Licensor of The Source’s rights; and (b) pay for on demand and in full all costs and expenses (including legal fees and costs) incurred or to be incurred by The Source in relation to any such claim. 8.5 The Source shall be considered as material breach. 5.3 Without prejudice entitled to set off and/or withhold any other rights or remedies of the Licensee under this Agreement, the monies due to Licensor hereby covenants in an amount reasonably commensurate with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, likely potential damages and costs and expenses that shall have directly suffered, to be incurred or sustained by The Source in the Indemnitees in consequence event of any claim arising due to any breach or alleged breach of copyright in respect of the above warranties by the LicensorContent.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes and warrants to the Licensee that: - (a) Seller hereby warrants and represents to Purchaser as of the Licensor Effective Date and as of the date of the Closing, as follows: (i) To Seller's knowledge, except for the Permitted Encumbrances, there are no liens, encumbrances, deeds of trust, restrictions, agreements, options or other claims which affect the Property which are not of record in the appropriate real property records. (ii) Attached hereto as EXHIBIT C and EXHIBIT D and hereby made a part hereof are true and accurate summaries of all hunting and fishing leases and licenses, all timber deeds and any and all other leases and licenses in effect which affect the Property (herein referred to as the "Leases"); Seller has delivered to Purchaser complete copies of all of the Leases; and to Seller's knowledge the Leases remain in full force and effect and have not been modified, amended or previously assigned. (iii) There is no pending or threatened action or proceeding (including, but not limited to, any condemnation or eminent domain action or proceeding) before any court, governmental agency or arbitrator which may adversely affect Seller's ability to perform this contract or which may affect the Property. (iv) To Seller's knowledge, the Property is in compliance with all statutes, ordinances, rules, regulations, orders and requirements of all federal, state and local authorities and any other governmental entity having jurisdiction over the Property; and to Seller's knowledge, Seller has not received any notice from any such governmental entity of any violation of any of the aforesaid statutes, ordinances, rules, regulations, orders and requirements. (v) Seller is a corporation duly formed and validly existing under the laws of the State of Delaware and Texas, as the case may be, and is duly qualified to do business in the State of Texas, and Seller has the full capacity, power and authority to enter into this contract and fully perform its obligations hereunder. (vi) This contract and the performance hereof by Seller will not contravene any law or contractual restriction binding on Seller. (vii) Seller has the full right, power, and authority to enter into and perform this contract; and no consent, approval, order or authorization of any court or other governmental entity is required to be obtained by Seller in connection with the execution and delivery of this contract or the performance hereof by Seller. (viii) This contract has been duly executed and delivered by Seller and constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency and other similar laws affecting the enforceability of creditors' rights generally and the discretion of the courts with respect to equitable remedies. (ix) To Seller's knowledge, no portion of the Property has ever been used as a land fill or as a dump to receive garbage, refuse, or waste, whether or not hazardous, and to Seller's knowledge, there is and has been no hazardous substance stored, handled, installed, released, spilled or disposed in, on, under or about the Property. For purposes of this warranty, the term "hazardous substance" means any chemical, compound, constituent, material, waste, contaminant (including, without limitation, petroleum, crude oil or any fraction thereof) or other substance as defined in or regulated by any of the following sources as amended from time to time: (i) the Resource Conservation and Recovery Act of 1976, 42 USC Section 6901 et seq. (RCRA); (ii) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 USC Section 9601 et seq. (CERCLA); (iii) the Hazardous Materials Transportation Act, 49 USC Section 1801, et seq.; (iv) the Toxic Substances Control Act, 15 USC Section 2601 et seq.; (v) the Clean Water Act, 33 USC Section 1251 et seq.; (vi) the Clean Air Act, 42 USC Section 1857 et seq.; (vii) all laws of the State of Texas; and (viii) any federal, state or local regulation, rule or order issued or promulgated under or pursuant to any of the foregoing or otherwise by any department, agency or other administrative, regulatory or judicial body. (x) The Property is in the same condition as existed on the date Purchaser inspected the Property on January 26, 1995, except changes as a result of normal wear and tear and activities in accordance with the Leases. Since such date, there has been no destruction or damage to the Property or any part thereof or any improvements, timber or trees thereon by fire or other casualty (other than such damage or destruction as may occur after the Effective Date hereof which is the owner subject of paragraph 9(b) above), and no timber has been harvested, cut or removed on or from the Property other than pursuant to the Timber Deeds and no timber has been cut or removed on or from the Property other than as expressly permitted under the other Leases. (xi) For purposes of Section 3(14) of the entire Employee Retirement and Income Security Act of 1974, as amended (hereinafter referred to as "ERISA"), Seller is not a party in interest with Purchaser. (xii) The Property does not constitute an asset of an employee benefit plan affiliated with Seller, as defined in Section 3(3) of ERISA. (xiii) No party other than Seller, or other parties to the documents identified on Exhibit D, has any right to conduct timbering operations on the Property or any right, title and or interest in and to any timber located on the Licensed Patent and has the right to grant licenses hereunder;Property. (b) the Licensor has not knowingly granted All warranties and representations will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right true as of the Licensor to use Effective Date of this contract and as of the Licensed Patent for its own use;date of the Closing. (c) the Licensor has the power Seller hereby agrees to indemnify and authority to executehold harmless Purchaser from and against any liability, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its executioncost, delivery and performance of this Agreement; (e) this Agreement constitutes the legaldamage, valid and binding obligations of the Licensor enforceable against him in accordance with its terms; and (f) no litigationloss, arbitration, tax claim, dispute expense or administrative proceedings is presently subsisting cause of action (including but not limited to attorneys' fees and court costs) incurred by or pending or, to his knowledge, threatened or which is likely to have against Purchaser as a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence result of any breach of any of the above warranties or representations by Seller contained in this paragraph 10, except as to any inaccuracy in any representation or warranty which arises as a result of anything occurring after the LicensorEffective Date and about which inaccuracy Seller advises Purchaser at or before Closing, which inaccuracies shall not be breaches and as respects which there shall be no obligation on Seller's part to indemnify Purchaser.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes 5.01 Ferring represents and warrants to the Licensee Newco that: -: (ai) as of the Licensor Effective Date, the Licensed Patents are valid and enforceable throughout the Territory; (ii) it is the sole and exclusive owner of the entire right, title and interest in and to the Licensed Patent Patents; it has obtained written assignments from all inventors, employees, consultants and has contractors that may have participated in the right to grant licenses hereunderdevelopment, conception, invention and creation of the subject-matter of the Licensed Patents and Know -How as well as the Licensed Compounds, the Licensed Products, as required by Newco for use or enjoyment of the Licensed Patents under the terms of this Agreement; (biii) the Licensor has not knowingly any licenses (both pre-existing of or subsequently granted and will not knowingly grant licenses or other rights to the Effective Date) derived from the Licensed Patent that are in conflict with Patents which it licenses to a Third Party shall not prejudice Newco’s use or enjoyment of the Licensed Patents under the terms and conditions in of this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (civ) the Licensor Licensed Patents are free and clear from Encumbrances and as of the Effective Date are not subject to any funding agreement with any government or governmental agency; (v) it has the full right, power and authority to executegrant all of the rights, deliver title and perform interests (including the terms and provisions of this Agreement and will continue license rights) to have such power and authority to execute and perform its obligations Newco under this Agreement; (dvi) all necessary to its knowledge, as of the Effective Date, there are no claims, causes of action, judgments or settlements against or owed by Ferring or any of its Affiliates relating to the Licensed Patents and Know-How, the Licensed Compounds and the Licensed Products or to Ferring’s knowledge, pending or threatened claims, causes of action has been taken or litigation relating to authorise its executionthe Licensed Patents and Know-How, delivery the Licensed Compounds and performance of this Agreementthe Licensed Products; (evii) it is a corporation organized and validly existing under the laws of Switzerland and has all requisite corporate power and authority to enter into and legally perform its obligations under this Agreement constitutes without any approvals not heretofore obtained or contemplated hereby; and (viii) when executed and delivered, this Agreement shall constitute the legal, valid and binding obligations obligation of the Licensor Ferring, legally enforceable against him it in accordance with its terms; and. 5.02 Newco represents and warrants to Ferring that: (fi) no litigationNewco is a corporation organized and validly existing under the laws of |||||| ||||||||||| and has all requisite corporate power and authority to enter into and legally perform its obligations under this Agreement without any approvals not heretofore obtained or contemplated hereby; (ii) it has the full right, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, power and authority to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform be granted all of his obligations the rights, title and interests (including the license rights) from Ferring under this Agreement; and (giii) the Licensor has not when executed and will not enter into any agreement or understandingdelivered, oral or written, and will not do anything, which would in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement shall constitute the valid and binding obligation of Newco, legally enforceable against it in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breachaccordance with its terms. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The 6.1 Licensor hereby represents, undertakes represents and warrants that it has the full and sole right to enter into this Agreement with the Licensee that: - (a) the Licensor and it is the sole, exclusive and unencumbered owner of the entire rightLicensor’s Technology and all the rights, title and interest in and to the Licensed Patent Patents, and has the right to grant licenses hereunderlicense the Licensor’s Technology and Know-How. 6.2 Licensor warrants that as of the date of execution of this agreement, there is in effect no license granted by it to any other person or entity in the Territory, covering the Licensor’s Technology and Know-How and has not entered into any agreement, arrangement or understanding, whether verbal or written, which could in any manner be inconsistent with the rights provided in this agreement. 6.3 Licensor hereby represents and warrants that there are no current and subsisting liens, hypothecations, charges, security interests or other encumbrances on or affecting the Licensor’s Technology and Know-How. 6.4 Licensor hereby represents and warrants that there are no threatened or current claims by third parties or any unsatisfied judgments, orders or writs of execution relating to the Licensor’s Technology and Know-How and the Licensor is not aware of any violations, infringements or misappropriations of any third party’s rights by the Licensor’s Technology and Know-How. 6.5 Licensor hereby represents and warrants that: (i) the Patents are in good standing and it is not aware of any claim that the Patents are invalid or unenforceable and in respect of pending Patent applications in Korea, that such applications submitted in good faith and are in the process of proceeding towards grant; (bii) it shall pay all renewal fees and do all such acts and things as may be necessary to maintain the Licensor has not knowingly granted Patents and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict shall provide Licensee with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right a copy of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to executerenewal certificates, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him in accordance with its termsif requested; and (fiii) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has Licensor’s Technology and Know-How do not and will not enter into infringe the intellectual property rights of any agreement or understanding, oral or written, person and its exploitation does not and will not do anythingrequire any consent from, which would in nor the making of any way be inconsistent with this Agreement.payment to, any person; 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the (iv) Licensor hereby covenants with undertakes not to abandon the Licensee Patents or allow the Patents to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensorlapse.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes Parties to this Agreement fully represent that they are authorized to enter into this Commission Agreement. The obligations and warrants to performance of either the Licensee that: - (a) the Licensor is the owner of the entire right, title and interest in and to the Licensed Patent and has the right to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses Principal or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor Agent shall not be entitled to part with, assign, license and/or in any way deal with infringe upon or violate the Licensed Patent with rights of any third party or violate any other than agreement between the LicenseePrincipal or Agent, subject always any other individual, business entity, or formal organization, or interfere with any law and or governmental regulation. SECTION NINE. SEVERABILITY In the event any part or provision of this Commission Agreement is deemed unenforceable or invalid, in part or in whole, that this part shall be without derogation to severed from the right remainder of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power Commission Agreement, and authority to execute, deliver all other parts or provisions shall continue in full force and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, effect as valid and binding obligations enforceable. SECTION TEN. WAIVER No waiver by any Party of any of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way provisions hereof shall be inconsistent with this Agreement. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties effective unless explicitly set out in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Clause Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. SECTION ELEVEN. NO ASSIGNMENT This Agreement shall inure to and breach be binding upon the undersigned and their respective heirs, representatives, successors and permitted assigns. This Agreement may not be assigned by either Party without the prior written consent of the terms other Party. SECTION TWELVE. DISPUTE RESOLUTION Parties to this Agreement shall first attempt to settle any dispute through good-faith negotiation. If the dispute cannot be settled between the parties via negotiation, either party may initiate mediation or binding arbitration in the State of . If the parties do not wish to mediate or arbitrate the dispute and litigation is necessary, this Clause shall Agreement will be considered as material breach. 5.3 Without prejudice to any other rights or remedies interpreted based on the laws of the Licensee under this AgreementState of , without regard to the Licensor hereby covenants with conflict of law provisions of such state. The Parties agree the Licensee to indemnify dispute will be resolved in a court of competent jurisdiction in the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.State of

Warranties and Representations. 5.1 The Licensor hereby representsTHE PLATFORM SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY, undertakes WHETHER EXPRESS, IMPLIED OR STATUTORY. CNHCGL, ITS AFFILIATES, AND ITS RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. CNHCGL MAKES NO WARRANTY THAT (A) THE PLATFORM SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE PLATFORM SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (C) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS. (i) if you are an individual user, you are 18 years of age or older and warrants that you have the capacity to contract under applicable laws of Hong Kong; (ii) if you are registering to use the Licensee that: - Platform Services on behalf of a legal entity, you represent and warrant that (a) such legal entity is duly organized and validly existing under the Licensor is the owner applicable laws of the entire right, title jurisdiction of its organization; and interest in and (b) you are duly authorized by such legal entity to the Licensed Patent and has the right to grant licenses hereunderact on its behalf; (biii) the Licensor has you are not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that a Restricted Person nor are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance you a resident of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own usea Restricted Country; (civ) the Licensor has the power all information provided to CNHCGL pursuant to these Terms are true, accurate and authority not misleading in any respect. If any such information changes, it is your obligation to execute, deliver and perform the terms and provisions of this Agreement and will continue to have update such power and authority to execute and perform its obligations under this Agreementinformation as soon as possible; (dv) all necessary action has been taken to authorise its executionyou are not prohibited or restricted from using the Platform Services as provided in these Terms, delivery and performance of this Agreementthat you are not otherwise prohibited by any applicable laws from using the Platform Services; (evi) this Agreement constitutes you will not use the legalPlatform Services in order to conceal or disguise the origin or nature of proceeds of crime or terrorist financing, valid or blocked property, frozen assets, economic resources, or corruption (vii) you will not use the Platform Services save in respect of digital assets or fiat currency that has been legally obtained by you and binding obligations of that belong to you; (viii) you will not use the Licensor enforceable against him Platform Services other than in accordance with its terms; andthese Terms and Conditions; (fix) no litigationyou are currently in compliance with, arbitrationand must, at your own cost and expense, comply with all relevant laws that relate to or affect the Platform Services provided hereinunder, including but not limited to AML/CFT laws, anti-corruption laws, economic sanctions laws, or tax claimlaws, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; andincluding FATCA and CRS; (gx) the Licensor has not you consent to any and all tax and information reporting under AML/CFT laws, anti-corruption laws, economic sanctions laws, or tax laws, including FATCA and CRS; (xi) that you will not enter into accurately and promptly inform CNHCGL if you know or have reason to know whether any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breachforegoing representations or warranties no longer is correct or becomes incorrect. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes and warrants A. Neither the SELLER nor Speliotis has received any notices from any insurance companies or governmental agencies indicating that any violation of any law or regulation exists with respect to the Licensee that: -Premises. B. Attached as Exhibit B are copies of all Leases with Tenants (aas --------- hereinafter defined) the Licensor is the owner of the Premises. None of the Leases attached as Exhibit B have been amended, modified or supplemented, and the Leases --------- constitute the entire right, title and interest in and to the Licensed Patent and has the right to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict agreements with the terms tenants (the "Tenants") thereunder. C. Neither the SELLER nor Speliotis has received any written notice of violation of any zoning, building, health, traffic, environmental, flood control, fire safety, handicap and conditions in this Agreementother applicable rules, Applicable Laws and/or such regulations, ordinances and statutes of all local, state and Federal authorities and any other agreements entered by governmental entity having jurisdiction over the Licensor. For Premises. D. There are no service, maintenance, supply, management or equipment contracts ("Service Contracts") affecting the avoidance of doubt, the Licensor shall Premises which cannot be entitled canceled without penalty or premium upon thirty (30) days' notice. Neither SELLER nor any other party to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this a Service Contract shall be without derogation in default thereunder. SELLER shall deliver to the right BUYER within five (5) days of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to execute, deliver and perform the terms and provisions execution of this Agreement and will continue full copies of each Service Contract which copies shall become Exhibit C to have the Agreement. BUYER --------- shall accept or reject such Service Contracts within 72 hours of their delivery by SELLER. SELLER shall terminate or otherwise be responsible for any Service Contract rejected by BUYER. Any Service Contract accepted by BUYER shall be adjusted as of the Closing. E. SELLER has all requisite power and authority to execute and perform deliver this Agreement and to carry over its obligations under this Agreement; (d) all necessary action hereunder and the transactions contemplated hereby. This Agreement has been taken to authorise been, and the documents contemplated hereby will be, duly executed and delivered by SELLER and constitutes its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations of the Licensor obligation enforceable against him it in accordance with its terms; and (f) no litigation. The consummation by SELLER of the sale of the Premises is not in violation of or conflict with nor does it constitute a default under any term or provision of the organizational documents of SELLER, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breachany agreement or instrument to which it is a party, or by which it is bound, or of any provision of any applicable law, ordinance, rule or regulation of any governmental authority or of any provision of any applicable order, judgment or decree of any court, arbitrator or governmental authority. 5.3 Without prejudice F. All written information concerning SELLER, Speliotis, and the Premises provided to any other rights or remedies BUYER by SELLER pursuant to this Agreement are true, complete and correct in all respects and fairly present the information set forth in a manner that is not misleading as of the Licensee date hereof and as of the date of the closing. G. No default or breach exists, or as of the Closing Date will exist, under any of the Leases affecting the Premises. H. To the best knowledge of the SELLER and Speliotis, there are no pending judicial, municipal or administrative proceedings affecting the Premises or any portion thereof or in which SELLER or Speliotis are or will be a party by reason of SELLER'S or Speliotis' ownership of the Premises or any portion thereof, including, without limitation, proceedings for or involving tenant evictions, collections, condemnations, eminent domain, alleged building code or zoning violations, or personal injuries or property damage alleged to have occurred on the Premises or by reason of the construction of the Improvements or use and operation of the Premises. SELLER shall deliver to BUYER notice of any such proceedings arising before closing. I. Except as set forth in Exhibit D, all valid bills and claims against --------- SELLER for labor performed and materials furnished to or for the benefit or the Premises for all periods prior to the closing have been (or prior to the closing will be) paid in full. J. The SELLER and Speliotis warrant to BUYER that neither SELLER nor Speliotis has ever generated, stored, handled or disposed of any hazardous waste or hazardous substance on or in the Premises, and the SELLER and Speliotis are, to the best of their knowledge, not aware of the generation, storage, handling or disposal of such waste or substance on or in the Premises, at any time, by anyone else. For the purposes of this Agreementparagraph, "hazardous waste" and "hazardous substance" shall mean any material which may be dangerous to health or to the environment, including without limitation all "hazardous materials", "hazardous substances", and "oil" as defined in both the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. (S)9601, et seq., as amended, the Licensor hereby covenants with Resource Conservation and -- ---- Recovery Act of 1976, 42 U.S.C. Section 6901, et seq., as amended, -- ---- Massachusetts General Laws Chapter 21C, Massachusetts General Laws Chapter 21E, and the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against regulations promulgated under all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensorforegoing laws.

Warranties and Representations. 5.1 4.1 The Licensor hereby represents, undertakes Subscriber warrants and warrants represents to the Licensee Issuer that each of the statements set out in this clause 4.1 (the “Subscriber’s Warranties”) is true and accurate in all respects and is not misleading at the date of this agreement and at Completion, and that: -: (aA) the Licensor Subscriber is the sole beneficial owner of the entire right, title and interest in and to the Licensed Patent and has the right to grant licenses hereunderA&L Shares; (bB) there is no Encumbrance, nor is there any agreement, arrangement or obligation to create or give any Encumbrance, on, over or affecting any of the Licensor A&L Shares and no claim has not knowingly granted and will not knowingly grant licenses or other rights been made by any person to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own useEncumbrance; (cC) the Licensor A&L Shares are fully paid up or credited as fully paid up; (D) the Subscriber has the power legal right and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such full power and authority to execute and deliver, and to exercise its rights and perform its obligations under this Agreementagreement and all the documents which are to be executed by it at Completion; (dE) all necessary corporate action has been taken required by the Subscriber validly and duly to authorise the execution and delivery of, and the exercise of its execution, delivery rights and performance of its obligations under, this Agreement;agreement and all other documents which are to be executed by it at Completion has been duly taken; and (eF) this Agreement constitutes the agreement and all other documents which are to be executed by it at Completion will, when executed, create legal, valid and binding obligations of the Licensor Subscriber enforceable against him the Subscriber in accordance with their terms. 4.2 The Issuer warrants, represents and undertakes to the Subscriber that each of the statements set out in this clause 4.2 (the “Issuer’s Warranties”) is true and accurate in all respects and is not misleading at the date of this agreement and Completion, and that: (A) the Issuer has the legal right and full power and authority to execute and deliver, and to exercise its termsrights and perform its obligations under this agreement and all the documents which are to be executed by it at Completion; (B) all corporate action required by the Issuer validly and duly to authorise the execution and delivery of, and the exercise of its rights and performance of its obligations under, this agreement and all other documents which are to be executed by it at Completion has been duly taken; and (fC) no litigationthis agreement and all other documents which are to be executed by it at Completion will, arbitrationwhen executed, tax claimcreate legal, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all valid and binding obligations of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would Issuer enforceable against the Issuer in any way be inconsistent accordance with this Agreementtheir terms. 5.2 4.3 The Licensor acknowledges Subscriber’s Warranties shall remain in full force and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breacheffect notwithstanding Completion. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor Each Party hereby represents, undertakes represents and warrants to the Licensee other Party and the COMPANY that: -: 25.1 As of the date of the Original Joint Venture Agreement and this Agreement, it was and is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the corporate power to enter into this Agreement and to perform its obligations hereunder; 25.2 It has obtained all corporate authorisations and approvals necessary to execute and to deliver the Original Joint Venture Agreement and this Agreement and to perform its obligations thereunder and hereunder; 25.3 It has duly executed and delivered the Original Joint Venture Agreement and this Agreement; 25.4 The execution and delivery of the Original Joint Venture Agreement and this Agreement, any Ancillary Agreements (and any other agreements between the Parties or between either Party and the Company in connection with the Original Joint Venture Agreement and this Agreement) and the performance of its obligations, and exercise of its rights, thereunder and hereunder or under any such Ancillary Agreement or other agreement do not and will not: (a) the Licensor is the owner Conflict with any of the entire right, title and interest in and to the Licensed Patent and has the right to grant licenses hereunder;provisions of its constitutive documents or of any resolutions made thereunder; or (b) Result in a breach of any of the Licensor has not knowingly granted and will not knowingly grant licenses provisions of, or other rights to the Licensed Patent that are in constitute a default under, or conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled any agreement to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use;which it is a party; or (c) Result in any claim, action or proceeding brought by a Third Party who has or had an agreement with it prior to the Licensor Completion Date which claim, action or proceeding relates to such agreement. 25.5 As of the Effective Date, it has sufficient rights to grant the licenses granted to the COMPANY hereunder. 25.6 Cadila hereby represents and warrants to Novavax that, as of the Effective Date and immediately prior to the Completion: 25.6.1 The COMPANY is duly organized, validly existing and in good standing under the laws of India and has the corporate power to own its property and authority to execute, deliver conduct the Business and is duly qualified to do business in the jurisdiction where it operates and enter into the Ancillary Agreements (and any other agreements between the COMPANY and one or more of the parties contemplated by this Agreement) and perform the terms transactions and provisions of this Agreement activities contemplated hereby and will continue to have such power and authority to execute and perform its obligations under this Agreementthereby; 25.6.2 The COMPANY has obtained all material licenses, permissions, authorisations and consents required for carrying on the business effectively in the places and in the manner in which such business is carried on prior to the Completion. Such licenses, permissions, authorisations and consents are in full force and effect, are not limited in duration or subject to any unusual or onerous conditions and have been complied with in all respects. There are no circumstances which indicate that any such licenses, permissions, authorisations or consents will or are likely to be revoked or not renewed, in whole or in part, in the ordinary course of events (d) all necessary action has been taken to authorise its execution, delivery and performance whether as a result of this Agreementthe Agreement or otherwise); (e) this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor 25.6.3 The COMPANY has not and will not enter conducted any business, entered into any agreement contracts or understanding, oral incurred or written, and will not do anythingassumed any liabilities or obligations before the Effective Date. There are no other commitments or contracts or arrangements entered into by Cadila or the COMPANY, which would may be in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breachAgreement or the obligations of Cadila hereunder; 25.6.4 The COMPANY is not engaged in any activity in which foreign investment by a non-resident is restricted or prohibited. 5.3 Without prejudice to 25.6.5 The COMPANY does not have any subsidiaries within the meaning of Section 4 of the Companies Act, 1956 nor own any direct or indirect shareholding interest in any other rights entity or remedies body corporate. 25.6.6 The statutory books, minute books, register of members and other registers of the Licensee COMPANY, as required under any applicable law, have been properly and accurately maintained in all material respects and contain full and accurate records of all matters required to be entered under applicable law, including all issuances and transfers of shares or other securities of the COMPANY and, as regards minutes books, all resolutions passed by the directors and the shareholders of the COMPANY. 25.6.7 Immediately after the Completion Date, the only Shareholders of the COMPANY will be Cadila and Novavax; and 25.6.8 The execution and delivery of any Ancillary Agreement by COMPANY and any other agreement to which it is a party that is contemplated by this Agreement and the performance of its obligations under such Ancillary Agreements and other agreements in accordance with the terms thereof have been approved by all requisite corporate and applicable government approvals and do not and will not conflict with any of the provisions of its constitutive documents or of any resolutions made thereunder; result in any breach of any of the provisions of, or constitute a default under, or conflict with any agreements to which it is a party. 25.7 The COMPANY is entitled and authorised to issue the Shares in the manner and upon the terms and conditions contained in this Agreement. There are no options, agreements or understandings (exercisable now or in the future and contingent or otherwise) which entitle or may entitle any person to create or require to be created any encumbrance over any of the Shares once issued by the COMPANY. Other than as contemplated by this Agreement, there is no agreement, arrangement, scheme or obligation requiring the Licensor hereby covenants creation, allotment, issue, transfer, redemption or repayment of, or the grant to a person of the right (conditional or not) to require the allotment, issue, transfer, redemption or repayment of, any Shares in the share capital of COMPANY (including an option or right of pre-emption). 25.8 Novavax shall acquire a valid and marketable title to the Shares to be issued pursuant to this Agreement and will be, when delivered, duly authorised, validly issued, and will be free and clear of all encumbrances and third party rights and interests. 25.9 All of the issued and paid-up Shares are, and when issued, sold and delivered in accordance with the Licensee terms of this Agreement will be, duly authorized, validly issued, and free of pre-emptive rights (except as expressly set forth herein). The issuance, sale and delivery of the Shares to indemnify Novavax will be duly authorized on or prior to the LicenseeCompletion Date by all necessary corporate and shareholder action on the part of the COMPANY. 25.10 Each party will indemnify, its Affiliates and/or its Sublicensee defend and hold harmless the COMPANY and the other Party from and against any and all liability, loss, damage or expense (including without limitation reasonable attorneys fees) they may suffer as the result of any third party claims, demands and actions (collectively, “IndemniteesLosses”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by to the Indemnitees in consequence extent such Losses result from the breach of any breach of the above representations or warranties by the Licensorset forth in this Article 25.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes 10.1. Merchant warrants and warrants represents to the Licensee thatAllinpay: - (a) that each Card Transaction submitted hereunder will represent a bona fide sale to a cardholder by Merchant for the Licensor is amount shown on the owner related transaction record as the total sale and constitutes the binding obligation of the entire rightcardholder, title and interest in and to the Licensed Patent and has the right to grant licenses hereunderfree from any claim, demand, defense, setoff or other adverse claim whatsoever; (b) the Licensor has not knowingly granted and will not knowingly grant licenses that each transaction record or other rights evidence of a transaction will accurately describe the goods and services which have been sold and delivered to the Licensed Patent that are cardholder or in conflict accordance with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own usecardholder’s instructions; (c) the Licensor has the power that Merchant will comply fully with all laws, rules and authority regulations applicable to execute, deliver it and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreementbusiness; (d) that Merchant will fulfill completely all necessary action has been taken of its obligations to authorise its execution, delivery the cardholder and performance of this Agreementwill resolve any cardholder dispute or complaint directly with the cardholder; (e) this Agreement constitutes that the legal, valid signature on the sales slip will be genuine and binding obligations of the Licensor enforceable against him in accordance with its terms; andauthorized by cardholder and not forged or unauthorized; (f) no litigationthat each Card Transaction submitted hereunder shall have been consummated and the related transaction record prepared in full compliance with the provisions of the operating regulations and rules of the applicable Card Associations; (g) that none of the Card Transactions submitted hereunder represent sales by telephone, arbitrationor mail, tax claimor Internet, dispute or administrative proceedings where the card is presently subsisting or pending ornot physically present at the Merchant’s location and processed through Merchant’s terminal, unless ▇▇▇▇▇▇▇▇ is specifically authorized in writing by ▇▇▇▇▇▇▇▇ to his knowledgesubmit such transaction records hereunder; (h) that, threatened or which is likely without limiting the generality of the foregoing, each Card Transaction submitted hereunder and the handling, retention, and storage of information related thereto, will comply with the rules and regulations of the Card Associations related to have a material adverse effect upon him or his ability cardholder and transaction information security, including without limitation those referred to perform in Clause 3.2; (i) that all of his the information contained in or provided pursuant to this Agreement is true and correct; (j) that Merchant shall keep strictly confidential the provisions of this Agreement, and all information and materials received from Allinpay in connection with Allinpay’s businesses and instruments provided by Allinpay, and will disclose the same only to such of its employees who require such information for the purposes of performing Merchant’s obligations under this Agreement; Merchant shall not and shall procure that its officers, employees and agents shall not without the prior written consent of Allinpay use or disclose any such information to any other person (except to Merchant’s agents for the sole purpose of assisting Merchant to complete or enforce Card Transactions or to ▇▇▇▇▇▇▇▇’s insurers and professional advisers) unless such disclosure is compelled by law or rules or regulations of the Card Associations; (k) that Merchant shall not submit any Card Transaction which is for the supply of gambling or pornographic goods or services without the prior written consent of Allinpay; (l) that Merchant shall not receive any cash payment from a cardholder with respect to charges for goods and/or services included in a Card Transaction; and (gm) that Merchant shall not engage in acceptance of practices or procedures that discriminate against or discourage the Licensor has not and will not enter into use of a card of a card type selected to be accepted by it hereunder in favor of any agreement or understanding, oral or writtenother competing card brand, and will shall not do anything, which would in promote any way be inconsistent other means of payment more actively than promoting payment with this Agreementa card of such card type (except for any privilege card issued by Merchant solely for the purpose of making purchases at Merchant or under any temporary promotion program). 5.2 The Licensor acknowledges and agrees 10.2. In the event that any of the Licensee has entered into this Agreement warranties or representations in reliance upon, inter aliaClause 10.1 are breached, the representations and warranties set out in this Clause and breach of the terms of this Clause shall affected Card Transactions or transaction records may be considered as material breachrefused, or any prior acceptance may be revoked or any payment to Merchant may be charged back. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement10.3. NEITHER ALLINPAY, the Licensor hereby covenants with the Licensee to indemnify the LicenseeNOR ANY OF ITS RESPECTIVE SUPPLIERS MAKES ANY REPRESENTATIONS OR WARRANTIES, its Affiliates and/or its Sublicensee EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY EQUIPMENT (“Indemnitees”INCLUDING IMPRINTERS, AUTHORIZATION TERMINALS, DATA CAPTURE TERMINALS OR PRINTERS) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the LicensorOR ANY OF THE SERVICES FURNISHED HEREUNDER.

Warranties and Representations. 5.1 8.1 The Licensor hereby represents, undertakes Executive warrants and warrants represents to the Licensee that: -Parent and the Employer that up to and as at the date this Agreement becomes binding in accordance with Clause 15 the Executive: (a) the Licensor is the owner of the entire right, title and interest in and to the Licensed Patent and has the right to grant licenses hereunder; (b) the Licensor 8.1.1 has not knowingly granted and will not knowingly grant licenses or other rights committed any repudiatory breach of any duty owed to the Licensed Patent that are in conflict Parent, the Employer or any Group company. ; 8.1.2 has not done or failed to do anything amounting to a repudiatory breach of the express or implied terms of his employment with the terms and conditions in Parent or the Employer or which, if it had been done or omitted after the execution of this Agreement, Applicable Laws and/or such other agreements entered would have been in breach of any of its terms; 8.1.3 is not aware of any matters relating to any acts or omissions by him or any director, officer, Executive or agent of the Parent or the Employer (or any Group company) which if disclosed to the Parent or the Employer would or might reasonably affect its decision to enter into this Agreement; 8.1.4 confirms there are no circumstances of which he is aware or of which he ought to be aware which would constitute a repudiatory breach on his part of his contract of employment which would entitle or have entitled the Parent or the Employer to terminate his employment without notice. 8.2 The Executive undertakes to forthwith notify the Parent and the Employer if at any time in the period from the date of this Agreement to the Termination Date he is in breach of any of sub clauses 8.1.1 to 8.1.4 above or he believes that he may have any of the claims set out in clause 10.1 which arise as a result of any acts or omissions by the LicensorParent or the Employer which occur between the date of this Agreement and the Termination Date. 8.3 The Executive agrees to comply with reasonable requests to be available and to cooperate with and assist the Parent, the Employer or its advisers in relation to any administrative, regulatory, judicial or quasi-judicial proceedings including but not limited to attending interviews with the Serious Fraud Office. For The Executive acknowledges that this could involve, but is not limited to, pursuing or defending any regulatory or legal process, providing information in relation to any such process, providing a witness statement and giving evidence in person on behalf of the Parent and the Employer. The Employer shall reimburse the Executive for any reasonable fees and expenses and any loss of earnings incurred in complying with his obligations under this clause. 8.4 The Executive agrees to provide appropriate support and assistance to the Employer in relation to the handover of any duties formerly performed by the Executive for no than 25 hours per month in the period from the Termination Date to 31 March 2012. Such assistance may include meetings and conference calls with the Vice President, General Counsel and Chief Compliance Officer, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and other employees of the Parent or the Employer. 8.5 The Executive agrees to be responsible for the payment of any tax in respect of any of the sums payable or services or benefits provided under clauses 4 and 8 (other than for the avoidance of doubt, any tax withheld by the Licensor shall not be entitled to part with, assign, license and/or Employer in any way deal with paying the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation sums to the right of Executive) and the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and Executive agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the LicenseeEmployer and to keep the Employer indemnified on a continuing basis against all liabilities to taxation (including, its Affiliates and/or its Sublicensee but not limited to, any interest, penalties and costs other than any interest, penalties or costs incurred as a result of any delay or failure on the part of the Employer to deal promptly with payment of any tax the Employer is liable to pay under this Agreement or any demands for taxation or correspondence from the Her Majesty’s Revenue and Customs (“IndemniteesHMRC”)) against which the Employer may incur in respect of or by reason of payment of those sums or provision of those services or benefits to the Executive. In consideration of this undertaking, the Employer agrees that, if it receives any assessment relating to income tax which would be the subject of this indemnity, it will, before making any payment to the relevant authorities pursuant to such assessment or requiring the Executive to make any payment to it pursuant to this indemnity, allow the Executive a reasonable opportunity to challenge such assessment and to provide him with all direct documentation and actual losses, damages and costs and expenses co-operation that shall have directly suffered, incurred or sustained by the Indemnitees he may reasonably request in consequence of any breach of the above warranties by the Licensorrelation thereto.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes and warrants In addition to the Licensee terms set forth in Exhibit B, Influencer warrants and represents to UIC that: : 4.1 Influencer shall perform the Services in a truthful and ethical workmanlike manner consistent with professional standards of performance generally accepted within the industry; and will not make any libelous, slanderous, false or unsubstantiated warranties, representations, claims or statements or in any manner disparage the UIC brand name or products or its affiliated companies or their products, or any competing product; 4.2 Influencer has disclosed in writing to UIC the existence of any non-disclosure or non-compete that may relate to the performance of the Services; 4.3 Neither the execution of this Agreement, nor the performance of the Services or any elements thereof, will violate the terms of any understanding, agreement, or order between Influencer and any third party or infringe any intellectual property rights (including, without limitation, copyrights, trademarks, patents, trade secrets, moral rights, and contract rights), publicity rights or privacy rights of any third party, or result in any tort, injury, damage or harm to any third party. The Content of Influencer shall not include any third-party materials; 4.4 Influencer will perform the Services in compliance with all applicable federal and state laws and regulations, including but not limited to the Federal Trade Commission Act and state laws consistent therewith; 4.4.1 Influencer agrees to disclose his/her material connection with UIC at the beginning of any and all written posts using #Ad, #[Brand]Sponsored and/or #Sponsored, or by using language such as “I received compensation and free product from [product brand] but the opinions expressed here are my own.” When #Ad, #[Brand]Sponsored and/or #Sponsored are used, that hashtag should be the sole hashtag at the beginning of the written post and not surrounded by other hashtags. For video posts with audio, Influencer agrees to speak the disclosure at the beginning of the video and a reasonable number of times throughout the video to ensure disclosure of his/her material connection to product brand(s), along with superimposing “#Ad” on all videos at a readable size (not fine print) in a part of the video that is clear and conspicuous to the viewer. This disclosure shall remain on the screen throughout the entire video. For photos that can be viewed apart from the accompanying written post, #Ad must be superimposed at a readable size (not fine print) in a part of the photo that is clear and conspicuous to the viewer. 4.4.2 Acceptable tags are #Ad, #[Brand]Sponsored, and #Sponsored. #Spon, #partner, #ambassador and #thanks are not sufficient nor is posting your connection outside of the original post on a homepage or other location. 4.5 Influencer will personally use UIC products in creating the Content and will use the products as intended according to the products’ instructions and instruction books; and will not (a) publish, display, distribute, disseminate, share, or post any Content without obtaining UIC’s prior approval via the Licensor Later Platform, or (b) assign, transfer or delegate the duty to create Content or perform any obligation under this Agreement without the express written approval of UIC; and 4.6 During the Term, Influencer will not engage in any work or business adverse to the interests of UIC, including, but not limited to, the performance of work for companies that compete with UIC in the business to which the Content and Services relate and as instructed by UIC. 4.7 All Content is deemed “works for hire” by Influencer for UIC and UIC shall be deemed the owner of the entire all copyrights in and to such Content. In addition, Influencer hereby assigns, transfers and conveys to UIC and agrees further to assign, transfer and convey to UIC all right, title and worldwide interest in any and all (a) suggestions, recommendations, ideas, and other information provided by Influencer to the Licensed Patent and has the right to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are UIC in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance performance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; Agreement (dincluding suggestions, ideas, recommendations and information Influencer receives in response to its posts), and (b) copyrights arising from the Content (and such documents, information or materials in Influencer’s possession to enable UIC to protect its copyrights), to the extent any Content that is not deemed a “work for hire” of UIC; all necessary action has been taken without any further obligation for attribution or compensation or any other legal obligation by UIC. Influencer agrees to authorise its executionexecute any and all documents that UIC may reasonably require to evidence UIC’s ownership of the foregoing rights, delivery and performance that this obligation shall survive the expiration or earlier termination of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes 10.1 Merchant warrants and warrants represents to the Licensee that: -Processor and Member: (a) that each Card Transaction submitted hereunder will represent a bona fide sale to a cardholder by Merchant for the Licensor is amount shown on the owner related transaction record as the total sale and constitutes the binding obligation of the entire rightcardholder, title and interest in and to the Licensed Patent and has the right to grant licenses hereunderfree from any claim, demand, defense, setoff or other adverse claim whatsoever; (b) the Licensor has not knowingly granted and will not knowingly grant licenses that each transaction record or other rights evidence of a transaction will accurately describe the goods and services which have been sold and delivered to the Licensed Patent that are cardholder or in conflict accordance with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own usecardholder’s instructions; (c) the Licensor has the power that Merchant will comply fully with all laws, rules and authority regulations applicable to execute, deliver it and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreementbusiness; (d) that Merchant will fulfill completely all necessary action has been taken of its obligations to authorise its execution, delivery the cardholder and performance of this Agreementwill resolve any cardholder dispute or complaint directly with the cardholder; (e) this Agreement constitutes that the legal, valid signature on the sales slip will be genuine and binding obligations of the Licensor enforceable against him in accordance with its terms; andauthorized by cardholder and not forged or unauthorized; (f) no litigationthat each Card Transaction submitted hereunder shall have been consummated and the related transaction record prepared in full compliance with the provisions of the Card Acceptance Guide and the operating regulations and rules of the applicable Card Association; (g) that none of the Card Transactions submitted hereunder represent sales by telephone, arbitrationor mail, tax claimor Internet, dispute or administrative proceedings where the card is presently subsisting not physically present at the Merchant’s location and processed through Merchant’s terminal, unless Merchant is specifically authorized in writing by Processor or pending orMember to submit such transaction records hereunder; (h) that, without limiting the generality of the foregoing, each Card Transaction submitted hereunder and the handling, retention, and storage of information related thereto, will comply with the rules and regulations of the Card Associations related to his knowledgecardholder and transaction information security, threatened or which is likely including without limitation those referred to have a material adverse effect upon him or his ability to perform in Clause 3.2; (i) that all of his the information contained in or provided pursuant to this Agreement is true and correct; (j) that Merchant shall keep strictly confidential the provisions of this Agreement, and all information and materials received from Processor and/or Member in connection with their respective businesses and instrument provided by them or either of them, and will disclose the same only to such of its employees who require such information for the purposes of performing Merchant’s obligations under this Agreement; Merchant shall not and shall procure that its officers, employees and agents shall not without the prior written consent of Processor and Member use or disclose any such information to any other person (except to Merchant’s agents for the sole purpose of assisting Merchant to complete or enforce Card Transactions or to Merchant’s insurers and professional advisers) unless such disclosure is compelled by law or rules and regulations of the Card Association; (k) that Merchant shall not submit any Card Transaction which is for the supply of gambling or pornographic goods or services without the prior written consent of Processor and Member; (l) that Merchant shall not receive any cash payment from a cardholder with respect to charges for goods and/or services included in a Card Transaction; and (gm) that Merchant shall not engage in acceptance practices or procedures that discriminate against or discourage the Licensor has not and will not enter into use of a card of a card type selected to be accepted by it hereunder in favour of any agreement or understanding, oral or writtenother competing card brand, and will shall not do anything, which would in promote any way be inconsistent other means of payment more actively than promoting payment with this Agreementa card of such card type (except for any privilege card issued by Merchant solely for the purpose of making purchases at Merchant or under any temporary promotion programme). 5.2 The Licensor acknowledges and agrees 10.2 In the event that any of the Licensee has entered into this Agreement warranties or representations in reliance upon, inter aliaClause 10.1 are breached, the representations affected Card Transactions or transaction records may be refused, or prior acceptance revoked and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breachcharged back to Merchant. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes In accepting this offer (and every time the Local Authority submits a Claim Form) the Local Authority warrants and confirms to the Licensee Homes England that: -it: (a) the Licensor 4.1.1 is the owner of the entire right, title and interest in and to the Licensed Patent a legally constituted body and has the right to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power full capacity and authority and all necessary consents to execute, deliver enter into and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and 4.1.2 acknowledges that it constitutes valid, legal and binding obligations of and on the Local Authority which are enforceable against it; all information, documents and accounts provided by the Local Authority or on its behalf, from time to time are and will be true, valid and correct; it is not in breach of any law, regulation, agreement or obligation which affects or may affect its ability to commit to this Agreement; it is not under any statutory obligation to carry out the Project or any part of it; it is not aware of any fact or circumstance that may affect the successful completion of the Project or otherwise constitutes a breach of this Agreement; it is not aware of any fact or circumstance whereby the Project is not proceeding in accordance with the Cashflow; it will ensure that all the necessary consents and licences are in place and maintained for the duration of the Project without limitation; it will ensure that all necessary planning consents and property licences for the Project are in place and maintained for the duration of the Project. If any such consents or licences are varied in any way or revoked it must inform Homes England in writing immediately; it will secure through any Developer or Site Owner full legal control and good title to the Site and all other assets (including Intellectual Property Rights) necessary to enable delivery of the Project and has all such further rights as are necessary to comply with its obligations in this Agreement; it will comply with the Assurance Framework; All: (a) Development Costs saved or recovered (as compared to those referenced in the Initial Cashflow); (b) any Wider Project Costs saved or recovered (as compared to those referenced in the Initial Cashflow); (c) any Receipts to the extent that they exceed the projected amount for such Receipts in the Initial Cashflow; (d) the Initial Grant Recovery Amount (if applicable); and (e) any other monies the Local Authority is required to recover from a contractor, Developer and/or Site Owner as stipulated in the Cashflow, may be retained by the Local Authority subject to: (f) Homes England’s written approval; and (g) the Licensor any conditions imposed by Homes England (in its entire discretion) as a term of such approval, and (h) any such monies must be used for further housing delivery; it has not (or, in respect of arrangements yet to be entered into, will have) in place legally binding arrangements with its contractors, Developers and will not enter into any agreement or understanding, oral or written, and will not do anythingSite Owners (as required) to recover any: (a) savings; (b) recoveries; (c) Receipts exceeding projections, which would are made and/or required to be made by a contractor, Developer and/or Site Owner (as applicable); (d) the Initial Grant Recovery Amount (if applicable); and (e) any other monies the Local Authority is required to recover from a contractor, Developer and/or Site Owner as stipulated in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and agrees the Cashflow, such that the Licensee Local Authority can comply with its obligation in paragraph 4.11; it will ensure that Homes England is recognised as a third party pursuant to the Contracts (Rights of Third Parties) Act in contracts with its contractors, Developers and Site Owners (as applicable) such that Homes England’s interest in paragraphs 4.11 and 4.12 pursuant to paragraph 7.2.6 will be recognised; it will comply with EU Procurement Regulations (to the extent that the same apply); it will procure that all contractors, Developers and Site Owners comply with EU Procurement Regulations (to the extent that the same apply); and it has entered into this Agreement in reliance upon, inter alia, or has procured that the representations Developer or Site Owner has appointed a Principal Designer and warranties set out in this Clause Principal Contractor (each being as defined by the CDM Regulations) and breach has provided Homes England with a copy of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice notification to any other rights or remedies the Health and Safety Executive of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees particulars specified in consequence of any breach schedule 1 of the above warranties by CDM Regulations. It has made its own assessment of the Licensorcompliance of the Funding with State Aid Law (as defined in paragraph 8 of Schedule 2) and, where relevant, shall retain records of compliance with any block exemption or notification decision for not less than ten (10) years.

Warranties and Representations. Pledgor warrants and represents to, and agrees with, Administrative Agent on behalf of Lenders that: 5.1 The Licensor hereby represents, undertakes and warrants to the Licensee that: - (a) the Licensor Pledgor is the owner of the entire Collateral free and clear of all pledges, liens, security interests and other encumbrances of every nature whatsoever, except for (i) any liens or encumbrances in effect as of the date hereof which have been disclosed to Administrative Agent; or (ii) any such liens or encumbrances in favor of Administrative Agent on behalf of Lenders; 5.2 Pledgor has the full right, title and interest in and to the Licensed Patent and has the right to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to execute, deliver pledge the Collateral and perform to grant the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreementsecurity interest in the Collateral as herein provided; (d) all necessary action has 5.3 There are no restrictions on, or consents required with respect to, the transfer of the Collateral to Administrative Agent on behalf of Lenders hereunder, or, except as provided in the organizational documents of the Portfolio Investment Entities, with respect to any subsequent transfer thereof or realization thereupon by Administrative Agent on behalf of Lenders; 5.4 Each Pledged Interest listed on Exhibit A is as described and set forth on Exhibit A attached hereto and made a part hereof; 5.5 True and complete copies of the organizational documents of each of the Portfolio Investment Entities listed on Exhibit A have been taken delivered by Pledgor to authorise its Administrative Agent on behalf of Lenders, and, as of the date hereof, the same have not been further amended or modified in any respect whatsoever; 5.6 All of the warranties and representations made by or in respect of Pledgor under the Credit Agreement are true and accurate; 5.7 The execution, delivery and performance of this Agreement;Agreement by Pledgor does not and shall not result in the violation of any mortgage, indenture, material contract, instrument, agreement, judgment, decree, order, statute, rule or regulation to which Pledgor is subject, or by which it or any of its property is bound; and (e) this 5.8 This Agreement constitutes the a legal, valid and binding obligations obligation of the Licensor enforceable against him Pledgor in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breachhereof and has been duly authorized, executed and delivered by Pledgor. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor Nation and Borrower hereby represents------------------------------ warrant, undertakes represent and warrants certify to and for the benefit of Lender as follows, which warranties, representations, certifications and agreements shall be conditions to the Licensee that: - (a) the Licensor is the owner disbursement of the entire rightLoan, title shall survive the funding of the Loan and interest in shall remain continuing during all times when any portion of the Loan remains outstanding: 3.1 Nation and Borrower each have the full power, authority and authorization to execute, enter into, and deliver the Loan Documents and the Transaction Documents to which each is a party and to perform the Licensed Patent obligations Nation and has Borrower have assumed hereunder and thereunder, and to own and operate the right Facility and to grant licenses hereunder;conduct the Enterprise. (b) 3.2 Borrower is authorized to conduct Gaming on the Licensor has not knowingly granted Property in the manner and will not knowingly grant licenses or other rights to in the Licensed Patent that are in conflict with the terms and conditions places anticipated in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled and to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations it has assumed under this Agreement;. (d) all necessary action has been taken to authorise its 3.3 The execution, delivery and performance of this Agreementthe Loan Documents and the Transaction Documents by the Nation and Borrower will not violate any law of the Nation or any law, rule, regulation or court order applicable to the Nation or Borrower, or result in the breach of or constitute a default under the Compact, any indenture or loan, credit or other agreement or instrument to which the Nation is a party or by which they or their assets may be bound or affected or result in the creation or imposition of any lien, charge or encumbrance of any nature upon any of its properties or assets contrary to the terms of any such instrument or agreement; 3.4 The Loan Documents and the Transaction Documents (eincluding, without limitation, the waivers of sovereign immunity contained therein) this Agreement constitutes have been duly authorized, executed and delivered by the Nation and Borrower, and constitute legal, valid and binding obligations of the Licensor Nation and Borrower, enforceable against him in accordance with the terms thereof except as may be limited by bankruptcy or other laws. 3.5 Any resolution of the Nation and Borrower approving and authorizing the execution of the Loan Documents and the Transaction Documents was duly adopted at a meeting of the authorizing body at a duly called and convened meeting at which a quorum was present, and has not been repealed, modified or amended since its terms; adoption. All necessary resolutions or other Tribal actions have been taken, and such actions are not subject to any reverse referendum or similar requirement or provision. 3.6 There are no judgments filed or suits, actions or proceedings pending, or to the knowledge of the Nation or Borrower, threatened against or affecting the Nation or Borrower, or the Property or by any Court, arbitrator, administrative agency or other governmental authority which, if adversely determined, would materially and adversely affect the construction, development or operation of the Enterprise contemplated in the Loan Documents and the Transaction Documents. 3.7 Borrower possesses adequate licenses, certificates, permits, franchises, patents, copyrights, trademarks and trade names, or the rights thereto, to conduct the Enterprise. 3.8 The Property, the Facility and the Enterprise and the intended use thereof for the purpose and in the manner contemplated by this Agreement or any other document related hereto are permitted by and will comply in all material respects with all presently applicable Governmental use requirements. 3.9 The most recent financial statements furnished to Lender by Borrower fairly present the financial condition of the Borrower at and as of the date thereof, and, as of said date, there were no material liabilities of the Borrower, direct or indirect, fixed or contingent, which were not reflected in such financial statements or the notes thereto. 3.10 To the best of its knowledge, Borrower and the Nation have filed all federal and state tax returns and reports required to be filed, which returns properly reflect the taxes owed for the period covered thereby, and except for taxes being contested in good faith by appropriate proceedings Borrower and the Nation have paid or made appropriate provisions for the payment of all taxes which may become due pursuant to said returns and for the payment of all present installments of any assessments, fees and other Governmental charges upon Borrower or upon any of its property. 3.11 No consent, approval or authorization of or permit or license from or registration with or notice to any federal or state regulatory authority, the BIA or any third party is required in connection with the making or performance of the Loan Documents, the Transaction Documents or any document or instrument related hereto or thereto, or, if so required, such consent, approval, authorization, permit or license has been requested and/or obtained or will be requested within five (f5) no litigationbusiness days of the Execution Date or such registration has been made or notice has been given or such other appropriate action has been taken on or prior to the date of such making or performance. 3.12 Neither the Nation nor Borrower is in default of a material provision under any material agreement, arbitrationinstrument, tax claimdecree or order to which it is a party or to which it, dispute the Property, the Facility or the Enterprise are bound or affected. 3.13 The conduct and operation of the Enterprise by the Borrower is not subject to registration with, notification to, or regulation, licensing, franchising, consent or approval by any state or federal Governmental authority or administrative proceedings agency, except (i) general laws and regulations which are not related or applicable particularly or uniquely to the type of business conducted by the Nation, which do not materially restrict or limit the business of the Nation, and with which the Nation is presently subsisting in substantial compliance and (ii) laws and regulations promulgated by or pending orassociated with the BIA, to his knowledgethe NIGC or any State law or agency with jurisdiction over gaming activities under the Compact, threatened or which is likely to have a material adverse effect upon him or his ability to perform including the Washington State Gaming Commission and the laws of the United States and the State of Washington, all of his obligations under this Agreementwhich have been obtained or will be applied for in accordance with the terms hereof. 3.14 No tax claims or governmental proceedings are pending or are threatened against Borrower. 3.15 The Property and the Facility are in compliance with applicable provisions of any specific or general plan and all zoning, subdivision, environmental and health and safety rules, regulations, ordinances, directives and statutes applicable to the Property and the Facility, its occupancy or use; and (g) all restrictive covenants, zoning and subdivision ordinances and building laws and other applicable governmental laws, ordinances and lawful requirements applicable to the Licensor Property and the Facility have been complied with in all material respects; and no order, notice, complaint, report, or warning from any Governmental agency has been or will be received by or communicated to Nation and/or Borrower, their respective agents, assigns, tenants, subcontractors, or any other Person acting for Nation and/or Borrower, regarding the Property and the Facility, its occupancy or use that has not and been or will not enter into any agreement or understanding, oral or written, be promptly communicated and will not do anything, which would in any way be inconsistent with this Agreementdelivered to Lender. 5.2 The Licensor acknowledges and agrees 3.16 As used herein, "Regulated Substance" means any substance, material, or matter (including, without limitation, medical waste, asbestos, oil, petroleum or chemical liquids or solids, liquids or gaseous products) that the Licensee has entered into this Agreement may give rise to liability under any Environmental Laws (as defined herein). As used herein, "Environmental Laws" means (i) any local, state or federal laws, rules, ordinances or regulations either in reliance upon, inter alia, the representations and warranties set out in this Clause and breach existence as of the terms date hereof, or enacted or promulgated after the date of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, that concern the Licensor hereby covenants with existence, management, control, discharge, treatment, containment, and/or removal of substances or materials that are or may become a threat to public health or the Licensee to indemnify the Licenseeenvironment; or (ii) any common law theory based on nuisance, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct trespass, negligence, strict liability, aiding and actual lossesabetting, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensorother tortious conduct.

Warranties and Representations. Pledgor warrants and represents to, and agrees with, the Lender that: 5.1 The Licensor hereby represents, undertakes and warrants to the Licensee that: - (a) the Licensor Pledgor is the owner of the entire Collateral free and clear of all pledges, liens, security interests and other encumbrances of every nature whatsoever, except for (i) any liens or encumbrances in effect as of the date hereof which have been disclosed to the Lender; or (ii) any such liens or encumbrances in favor of the Lender; 5.2 Pledgor has the full right, title and interest in and to the Licensed Patent and has the right to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to execute, deliver pledge the Collateral and perform to grant the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreementsecurity interest in the Collateral as herein provided; (d) all necessary action has 5.3 There are no restrictions on, or consents required with respect to, the transfer of the Collateral to the Lender hereunder, or with respect to any subsequent transfer thereof or realization thereupon by the Lender; 5.4 Each Pledged Interest listed on Exhibit A is as described and set forth on Exhibit A attached hereto and made a part hereof; 5.5 True and complete copies of the organizational documents of each of the entities listed on Exhibit A have been taken delivered by Pledgor to authorise its the Lender, and, as of the date hereof, the same have not been further amended or modified in any respect whatsoever; 5.6 All of the warranties and representations made by or in respect of Pledgor under the Promissory Note are true and accurate; 5.7 The execution, delivery and performance of this Agreement;Agreement by Pledgor does not and shall not result in the violation of any mortgage, indenture, material contract, instrument, agreement, judgment, decree, order, statute, rule or regulation to which Pledgor is subject, or by which it or any of its property is bound; and (e) this 5.8 This Agreement has been duly authorized, executed and delivered by Pledgor and constitutes the a legal, valid and binding obligations obligation of the Licensor Pledgor, enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms hereof, subject to bankruptcy, insolvency and similar laws of this Clause shall be considered as material breach. 5.3 Without prejudice to any other general application affecting the rights or and remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensorcreditors.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes a. Each party represents and warrants to the Licensee other that: -: (a) the Licensor is the owner of the entire right, title and interest in and to the Licensed Patent and has the right to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor i. it has the power and authority to execute, deliver and perform the terms and provisions conditions of this the Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) has taken all necessary action has been taken to authorise its authorize the execution, delivery and performance hereof; ii. the execution, delivery or performance of this AgreementAgreement will not constitute a violation of, be in conflict with, or result in, a breach of any agreement or contract to which it is a party or under which it is bound; (e) iii. this Agreement constitutes the legal, valid and binding obligations Agreement of the Licensor such party enforceable against him in accordance with its terms; and (f) ▇▇. ▇▇ complying with the terms and conditions of this Agreement and carrying out any obligations hereunder, it will comply with all applicable laws, regulations, ordinances, statutes, decrees or proclamations of all governmental authorities having jurisdiction over such party. b. Licensor expressly warrants and represents as of the Effective Date that: i. it owns all right, title, and interest in and to, or owns an exclusive license under, the Licensed Patents and Licensed Know-How free and clear of all encumbrances, and no third party has notified Licensor that it is claiming any ownership of or right to the Licensed Patents, except as indicated in the Roslin Agreement and the ▇▇▇▇▇▇ Agreement; ▇▇. ▇▇ is presently aware of no patents or patent applications, not already previously disclosed to EES in writing, owned by a third party which would present any issue of infringement by reason of the manufacture, use or sale of any Product; ▇▇▇. ▇▇ Licensed Patent is involved in any pending or threatened litigation, arbitration, tax claimadministrative or other proceedings, dispute or administrative proceedings governmental investigation, other than ordinary patent application prosecution proceedings; ▇▇. ▇▇ has not received any notice of invalidity or infringement of any of the Licensed Patents or obtained any legal opinions of counsel on patentability, validity or infringement related thereto; v. it is presently subsisting empowered to grant the licenses granted herein; ▇▇. ▇▇ has no outstanding encumbrances or pending oragreements, to his knowledgeincluding any agreements with academic institutions, threatened universities, or third-party employers, whether written, oral or implied, which is likely to have a material adverse effect upon him or his ability to perform would be inconsistent with the licenses granted herein; ▇▇▇. ▇▇ has fulfilled all of his its obligations under this the Roslin and ▇▇▇▇▇▇ Agreements including, but not limited to, its obligations under articles 3.02(a) and (b) of the Roslin Agreement resulting in Roslin receiving at least $150,000 under such articles; viii. it will not default its obligations under the ▇▇▇▇▇▇ Agreement; and (g) ix. it is not aware of any information, such as prior art, that would raise a substantial question of the Licensor has not and will not enter into validity or enforceability of any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreementof the Licensed Patents. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance uponc. EES MAKES NO REPRESENTATION OR WARRANTY THAT IT WILL MARKET A LICENSED PRODUCT OR, inter aliaIF EES DOES MARKET A LICENSED PRODUCT THAT SUCH LICENSED PRODUCT SHALL BE THE EXCLUSIVE MEANS BY WHICH EES WILL PARTICIPATE IN THIS FIELD. FURTHERMORE, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breachALL BUSINESS DECISIONS INCLUDING, WITHOUT LIMITATION, THE DESIGN, MANUFACTURE, SALE, PRICE AND PROMOTION OF LICENSED PRODUCTS AND THE DECISION WHETHER TO SELL A LICENSED PRODUCT SHALL BE WITHIN THE SOLE DISCRETION OF EES. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreementd. OTHER THAN THOSE MENTIONED ABOVE, the Licensor hereby covenants with the Licensee to indemnify the LicenseeNEITHER PARTY MAKES ANY OTHER EXPRESS OR IMPLIED WARRANTIES, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the LicensorAND THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Warranties and Representations. 5.1 The Licensor hereby As a material inducement to Tenant to enter into this Lease, Landlord warrants, represents, undertakes covenants and warrants to the Licensee that: -agrees as follows: (a) the Licensor 28.1.1 Landlord is the sole owner of the entire right, title fee simple estate in the Premises and by this instrument conveys a good leasehold interest in and the Premises to the Licensed Patent and has the right to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are Tenant in conflict accordance with the terms and conditions in this Agreementhereof. 28.1.2 On and after the Effective Date hereof, Applicable Laws and/or such other agreements Landlord has not entered by the Licensor. For the avoidance of doubt, the Licensor and shall not enter into any exclusive use restrictions, restrictive covenants or other agreements, which would prevent Tenant from occupying the Premises for the purposes herein provided. 28.1.3 If at any time during the Term any applicable law enacted shall not permit the use of the Premises as permitted under this Lease, then Tenant may terminate this Lease by giving Landlord notice thereof. 28.1.4 The Premises has no pedestrian and vehicular access to Racetrack Road, or any public right of way. Tenant’s sole access to the Premises shall be entitled from the parcel on which the Casino is situated. Landlord is not providing, and Tenant shall have no right to part withingress or egress across Landlord’s Parcel. 28.1.5 As of the date of execution of this Lease, assignno person, license and/or in any way deal with the Licensed Patent with any third party firm, corporation or other legal entity whatsoever (other than Tenant) has any right or option whatsoever to acquire or lease the Licensee, subject always that this shall be without derogation to the right Premises or any portion or portions thereof or any interest or interests therein. 28.1.6 As of the Licensor to use date of execution of this Lease: (a) Landlord is a corporation duly organized, validly existing and in good standing under the Licensed Patent for its own use; laws of the State of Nevada; (cb) the Licensor Landlord has the power and authority to execute, deliver and perform this Lease and to carry on its business as it is currently being conducted; (c) this Lease has been duly authorized by all necessary action on the terms part of Landlord and provisions of this Agreement has been duly executed and will continue to have such power delivered by Landlord; and authority to execute and perform its obligations under this Agreement; (d) all necessary action this Lease does not violate the provisions of any agreement, instrument or document to which Landlord is a party or by which Landlord or its properties are bound. 28.1.7 Each person executing and delivering this Lease on behalf of Landlord has been taken duly authorized to authorise its execution, delivery and performance of this Agreement;do so. (e) this Agreement 28.1.8 This Lease constitutes the legal, valid and binding obligations obligation of the Licensor Landlord enforceable against him Landlord in accordance with its terms; and (f) no litigation, arbitrationexcept to the extent that such enforcement may be limited by applicable bankruptcy, tax claiminsolvency, dispute moratorium and other principles relating to or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all limiting the rights of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreementcontracting Parties generally. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor Seller hereby warrants, represents, undertakes covenants, and warrants agrees with Purchaser: A. That Seller will own good, marketable, and insurable fee simple title to the Licensee that: - (a) Property on the Licensor is the owner of the entire right, title and interest in and to the Licensed Patent and has the right to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the LicenseeClosing Date, subject always only to Permitted Exceptions; that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor Seller has the power and full authority to execute, deliver and perform the terms and provisions of enter into this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement;hereunder; and that Seller will execute such further assurances as Purchaser may reasonably require. (d) all necessary action has been taken B. That as of the Closing Date the Property is not subject to authorise its executionany contracts for occupancy, delivery leases, subleases, or tenants-in-possession and performance of this Agreement; (e) that so long as this Agreement constitutes the legalis in effect, valid and binding obligations of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will Seller shall not enter into any agreement granting to any person or understandingentity any such occupancy right with respect to the Property. C. That Seller will provide an owner’s affidavit and other reasonable and customary documents supporting Seller’s ownership and Seller’s authority to convey the Property as required by Purchaser’s title insurance company at closing. D. That to Seller’s knowledge there are no taxes, oral assessments, or writtenlevies of any type whatsoever arising out of or in connection with the Property or the operation thereof, which are currently due and payable and will be unsatisfied at closing. At closing, Seller shall pay any portion of the current taxes and any assessments and/or levies prorated through the Closing Date. E. That except for the Permitted Exceptions and as otherwise previously disclosed to Purchaser by written notice, Seller has (1) no knowledge of any past or present action, suit, or proceeding against, or affecting, either directly or indirectly, the Property and (2) no knowledge of any threatened or contemplated action, suit, or proceeding against, or affecting, either directly or indirectly, the Property. F. That except for the Permitted Exceptions and as otherwise previously disclosed to Purchaser by written notice, Seller has not do anythingreceived notice of any violation of any federal, which would in state, or local law relating to the use or operation of the Property. G. That Seller will not encumber the Property or allow the Property to be encumbered by any way be inconsistent with liens, encumbrances, easements, restrictions, tenancies, or charges, except as may exist of record against the Property as of the date of this Agreement. 5.2 The Licensor acknowledges H. That to Seller’s knowledge and agrees except as otherwise disclosed in the Phase I Environment Assessment and Report, the Property is free of contamination and environmental conditions in violation of any applicable laws, including but not limited to (1) any “hazardous waste,” “underground storage tanks,” “petroleum,” “regulated substances,” or “used oil” as defined by the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6901, et seq.) as amended, or by any regulations promulgated thereunder; (2) any “hazardous substance” (including, but not limited to, friable asbestos, and radon) as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. § 9601, et seq.) as amended, or by any regulations promulgated thereunder; and (3) any substance the presence of which on, in, or under the Property, is prohibited by any other federal, state, local or other statute, law, ordinance or regulation which may relate to or deal with toxic or hazardous substances (the foregoing being “Hazardous Materials”). Seller further warrants that it shall not cause or allow the Property to become subject to any Hazardous Materials between the date of this Agreement and the Closing Date. I. That except for the Permitted Exceptions, Seller has no knowledge of any existing boundary, water, or drainage disputes involving the Property. J. That Seller has provided to Purchaser all leases, agreements, surveys, title insurance policies, geotechnical studies, environmental studies, wetland studies, and any other documents relating to the Property and in the possession or control of Seller, and provided Purchaser with written notice of any such documents relating to the Property of which it is aware and reasonably cannot provide to Purchaser, including a description of such documents. K. That Seller has performed a Phase I Environmental Assessment of the Property, and to its knowledge, no Phase I or Phase II Environmental Assessment pertaining to the Property recommends additional assessment, investigation, or corrective action. L. That Seller shall indemnify, defend, and hold harmless Purchaser and its officers, agents, and employees from and against any claims, damages, suits, actions, liabilities, and costs, including reasonable attorneys’ fees, arising from or caused by Seller’s action or inaction with regard to Seller’s breach of any warranty set forth herein. M. That Seller will take, or cause to be taken, all commercially reasonable and lawful action necessary to cause the foregoing warranties and representations to remain true and correct in all respects from the date of this Agreement through the Closing Date. On the Closing Date, Seller shall provide an affidavit to Purchaser warranting that the Licensee has entered into this Agreement in reliance upon, inter alia, the warranties and representations and warranties set out in this Clause Section VI are true and breach correct in all respects as of the terms of this Clause shall be considered as material breachClosing Date. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor Nation and Borrower hereby represents------------------------------ warrant, undertakes represent and warrants certify to and for the benefit of Lender as follows, which warranties, representations, certifications and agreements shall be conditions to the Licensee that: - (a) the Licensor is the owner disbursement of the entire rightLoan, title shall survive the funding of the Loan and interest in shall remain continuing during all times when any portion of the Loan remains outstanding: 3.1 Nation and Borrower each have the full power, authority and authorization to execute, enter into, and deliver the Loan Documents and the Transaction Documents to which each is a party and to perform the Licensed Patent obligations Nation and has Borrower have assumed hereunder and thereunder, and to own and operate the right Facility and to grant licenses hereunder;conduct the Enterprise. (b) 3.2 Borrower is authorized to conduct Gaming on the Licensor has not knowingly granted Property in the manner and will not knowingly grant licenses or other rights to in the Licensed Patent that are in conflict with the terms and conditions places anticipated in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled and to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations it has assumed under this Agreement;. (d) all necessary action has been taken to authorise its 3.3 The execution, delivery and performance of this Agreementthe Loan Documents and the Transaction Documents by the Nation and Borrower will not violate any law of the Nation or any law, rule, regulation or court order applicable to the Nation or Borrower, or result in the breach of or constitute a default under the Compact, any indenture or loan, credit or other agreement or instrument to which the Nation is a party or by which they or their assets may be bound or affected or result in the creation or imposition of any lien, charge or encumbrance of any nature upon any of its properties or assets contrary to the terms of any such instrument or agreement; 3.4 The Loan Documents and the Transaction Documents (eincluding, without limitation, the waivers of sovereign immunity contained therein) this Agreement constitutes have been duly authorized, executed and delivered by the Nation and Borrower, and constitute legal, valid and binding obligations of the Licensor Nation and Borrower, enforceable against him in accordance with the terms thereof except as may be limited by bankruptcy or other laws. 3.5 Any resolution of the Nation and Borrower approving and authorizing the execution of the Loan Documents and the Transaction Documents was duly adopted at a meeting of the authorizing body at a duly called and convened meeting at which a quorum was present, and has not been repealed, modified or amended since its terms; andadoption. All necessary resolutions or other Tribal actions have been taken, and such actions are not subject to any reverse referendum or similar requirement or provision. (f) 3.6 There are no litigationjudgments filed or suits, arbitrationactions or proceedings pending, tax claimor to the knowledge of the Nation or Borrower, dispute threatened against or affecting the Nation or Borrower, or the Property or by any Court, arbitrator, administrative proceedings is presently subsisting agency or pending orother governmental authority which, if adversely determined, would materially and adversely affect the construction, development or operation of the Enterprise contemplated in the Loan Documents and the Transaction Documents. 3.7 Borrower possesses adequate licenses, certificates, permits, franchises, patents, copyrights, trademarks and trade names, or the rights thereto, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) conduct the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this AgreementEnterprise. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor hereby represents, undertakes 4.1. Both WorldVistA and warrants Organization will continue to the Licensee that: - (a) the Licensor is the owner of the entire own all right, title and interest in and to the Licensed Patent and has the right any inventions however embodied, know how, works in any media, software, information, trade secrets, materials, property or proprietary interest that it owned prior to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or or that it created or acquired independently of its obligations pursuant to this Agreement (collectively, “Retained Rights”). All Retained Rights not expressly transferred or licensed in this Agreement are reserved to the respective owner. 4.2. Both WorldVistA and Organization each represent and warrant that they have obtained all necessary corporate approvals to enter into this Agreement and that no consent, approval, or withholding of objection is required from any external authority with respect to the entering into of this Agreement. WorldVistA and Organization further represent and warrant that they are under no obligation or restriction, nor will they assume any such other agreements entered by the Licensor. For the avoidance of doubtobligation or restriction, the Licensor shall not be entitled to part with, assign, license and/or that would in any way deal with the Licensed Patent interfere or conflict with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement;. (d) 4.3. Both WorldVistA and Organization covenant that they will comply with all necessary action has been taken applicable laws and regulations in their conduct pursuant to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal. 4.4. WORLDVISTA MAKES NO CLAIM THAT CERTIFICATION ENHANCES ORGANIZATION’S ABILITY TO CONDUCT BUSINESS. SUCH DETERMINATION OF THE SUITABILITY OF CERTIFICATION TO ORGANIZATION’S ACTIVITIES IS MADE SOLELY BY ORGANIZATION. FURTHER, valid and binding obligations of the Licensor enforceable against him in accordance with its terms; and (f) no litigationEXCEPT FOR THE FOREGOING, arbitrationWORLDVISTA EXCLUDES AND HEREBY DISCLAIMS ALL WARRANTIES, tax claimCONDITIONS AND STATEMENTS, dispute or administrative proceedings is presently subsisting or pending orWHETHER EXPRESS, to his knowledgeIMPLIED OR STATUTORY, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understandingINCLUDING, oral or writtenWITHOUT LIMITATION, and will not do anythingTHE IMPLIED WARRANTIES OF MERCHANTIBILITY, which would in any way be inconsistent with this AgreementFITNESS FOR A PARTICULAR PURPOSE, AND WORLDVISTA FURTHER EXCLUDES AND HEREBY DISCLAIMS ALL WARRANTIES, CONDITIONS AND STATEMENTS, WHETHER EXPRESS, IMPLIED OR STATUTORY, THAT THE SOFTWARE WILL BE FREE FROM CLAIMS OF INFRINGEMENT OR THAT THE SOFTWARE WILL BE ERROR-FREE. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 8.1 The Licensor hereby represents, undertakes Licensee’s warranties and representations The Licensee warrants and represents to the Licensee that: -Phosphagenics: (a) it has and will during the Licensor is Term have the owner of the entire rightpersonnel, title expertise, resources, and interest in and capability to the Licensed Patent and has the right to grant licenses hereundercarry out its obligations under this License Agreement; (b) the Licensor it has not knowingly granted and will not knowingly grant licenses or during the Term have all other rights licenses, authorisations, consents, approvals and permits required by applicable Laws in order to the Licensed Patent that are in conflict with the terms and conditions in perform its obligations under this License Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power it will at all times comply with any applicable Laws, cGMP and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform cGLP (if applicable) in performing its obligations under this License Agreement; (d) it has and will during the Term have the unfettered right, power and entitlement to enter into and perform this License Agreement; and (e) it has taken all necessary action has been taken actions to authorise its execution, delivery the execution and performance of this License Agreement. 8.2 Phosphagenics’ warranties and representations Phosphagenics warrants and represents to the Licensee: (a) it has and will during the Term have the unfettered right, power and entitlement to enter into and perform this License Agreement; and (b) it has taken all necessary actions to authorise the execution and performance of this License Agreement. (c) it is the exclusive owner of the Phosphagenics Intellectual Property and it has the unfettered right, power and entitlement to grant the license provided in clause 2.1; (d) it is not aware of any Intellectual Property Rights owned by a third party that will be infringed or misused by the manufacture, use, or sale of the Field and/or the Non-Exclusive Field in the Territory or the exercise or exploitation of Phosphagenics Technology for the Field and/or the Non-Exclusive Field in the Territory; (e) this Agreement constitutes except as disclosed to the legalLicensee, valid as at the Effective Date and binding obligations to Phosphagenics’ best knowledge and belief no person has asserted any written claim alleging: (i) that the Phosphagenics Intellectual Property or any part thereof is invalid; (ii) a contrary claim to ownership of the Licensor enforceable against him Phosphagenics Intellectual Property; (iii) opposition to the Phosphagenics Intellectual Property or any part thereof. (f) to Phosphagenics’ best knowledge and belief the exercise or exploitation of Phosphagenics Intellectual Property will not infringe any third party’s Intellectual Property Rights; (g) to Phosphagenics best knowledge and belief that the Phosphagenics Technology is valid, and that there are no references, public disclosures, or other information material to the rights inherent in accordance with its termsthe Phosphagenics Technology; (h) to Phosphagenics’ best knowledge and belief as at the date of this License Agreement there is no litigation or threatened litigation in relation to Phosphagenics or the Phosphagenics Intellectual Property that relates to the subject matter of this License Agreement, except as identified on Exhibit D hereto; (i) to the knowledge of Phosphagenics, no person is engaging in any activities that constitute, or that Phosphagenics believes may constitute, infringement of Phosphagenics, rights in the Phosphagenics Intellectual Property in the Territory; (j) Other than the Phosphagenics Technology, the Phosphagenics Intellectual Property does not otherwise restrict Licensee’s exploitation of the Field in the Territory and the Non-Exclusive Field worldwide, and should any Phosphagenics Intellectual Property be asserted or determined to restrict Licensee’s exploitation of the Field in the Territory, or the Non-Exclusive Field worldwide, Phosphagenics shall and hereby does grant Licensee an exclusive, royalty-free, irrevocable, and paid-up license to exploit the Field embodying such Phosphagenics Intellectual Property within the Territory, and a non-exclusive, royalty-free, irrevocable and paid-up license to exploit the Non-Exclusive Field embodying such Phosphagenics Intellectual Property worldwide; and (fk) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and it will not enter into any agreement during the Term offer for sale or understanding, oral or written, and will not do anything, which would sell products in any way be inconsistent with this Agreementthe Field in the Territory. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor (a) ONTC’s hereby represents, undertakes represents and warrants to the Licensee that: -JARLYN as follows: (ai) ONTC is a company duly registered, and validly existing under the Licensor is the owner laws of the entire rightstate of Nevada, United States. (ii) To the best of the knowledge and belief of ONTC, there is nothing which in any way prevents this Agreement from being a valid and enforceable obligation of ONTC. (iii) There are no existing licenses, consents, or other rights granted to third parties or organizations, affiliated or unaffiliated with ONTC in the Territory, which conflict with the terms of this Agreement that have not been disclosed to JARLYN in writing. ONTC will not make the ability available to any other entity to resell the Technologies. (iv) ONTC has good and marketable title and interest in and to the Licensed Patent Technologies free and clear of all liens and encumbrances. (v) ONTC is not aware of any infringement or passing off of the rights of third parties by the use of the Licensed Technologies and/or Trade Marks in the Territory or any violation of applicable laws or regulations affecting any of the Licensed Technologies and/or Trade Marks in the Territory. Without prejudice to the generality hereof, to the best of ONTC’s knowledge, no agreements or arrangements relating to the Licensed Technologies and/or Trade Marks has been, or ought to be, registered or notified with any appropriate governmental or other regulatory authority. (vi) There will be no residual payments outstanding on any of the Licensed Technologies as of the Effective Date, in respect to license fees, royalties, or other payments payable to third parties. (vii) The sale of Licensed Technologies based on the Licensed and the licensing thereof, will not infringe any third party’s rights of any nature whatsoever. (viii) To the best of ONTC’s knowledge, none of the Licensed Technologies contain material which will invade the privacy of any third parties. (ix) ONTC has complied, and will comply, at all times with all applicable laws, rules and regulations of governmental authorities, and has the full and exclusive right to grant licenses hereunder;the license and rights hereunder to JARLYN. (b) the Licensor has not knowingly granted JARLYN hereby represents and will not knowingly grant licenses or other rights warrants to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own use;ONTC as follows: (ci) JARLYN is a corporation, duly registered to do business in Uruguay, and validly existing under the Licensor has laws of Uruguay and shall remain as such during the power and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance Term of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreement. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor Executive hereby represents, undertakes represents and warrants to the Licensee Company that: -: (a) Executive acknowledges and agrees that Executive considers the Licensor restrictions set forth in Sections 6 and 7 to be reasonable both individually and in the aggregate, and that the duration, geographic scope, extent and application of each of such restrictions are no greater than is necessary for the protection of the Company’s legitimate interests. It is the owner desire and intent of Executive and the entire right, title Company that the provisions of Sections 6 and interest in and 7 shall be enforced to the Licensed Patent fullest extent possible under the laws and has public policies applied in each jurisdiction in which enforcement is sought. The Company and Executive further agree that if any particular provision or portion of Sections 6 and 7 shall be adjudicated to be invalid or unenforceable, such adjudication shall apply only with respect to the right operation of such provision in the particular jurisdiction in which such adjudication is made. The Company and Executive further agree that in the event that any restriction herein shall be found to be void or unenforceable but would be valid or enforceable if some part or parts thereof were deleted or the period or area of application reduced, such restriction shall apply with such modification as may be necessary to make it valid, and Executive and the Company empower a court of competent jurisdiction to modify, reduce or otherwise reform such provision(s) in such fashion as to carry out the parties’ intent to grant licenses hereunder;the Company the maximum allowable protection consistent with the applicable law and facts. (b) In the Licensor has not knowingly granted and will not knowingly grant licenses event a court of competent jurisdiction or other rights tribunal or person(s) mutually selected by the parties to resolve any dispute (collectively a “Court”) has determined that Executive has violated the Licensed Patent that are in conflict with the terms and conditions in provisions of this Agreement, Applicable Laws and/or the running of the time period of such other agreements entered by the Licensor. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this provisions so violated shall be without derogation to the right automatically suspended as of the Licensor to use date of such violation and shall be extended for the Licensed Patent for its own use;period of time from the date such violation commenced through the date that the Court determines that such violation has permanently ceased. (c) Executive is not now under any obligation of a contractual or quasi-contractual nature known to Executive that is inconsistent or in conflict with this Agreement or that would prevent, limit or impair the Licensor performance by Executive of Executive’s obligations hereunder; and (d) Executive has been or has had the power opportunity to be represented by legal counsel in the preparation, negotiation, execution and authority to execute, deliver delivery of this Agreement and perform understands fully the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance of this Agreement; (e) this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him in accordance with its terms; and (f) no litigation, arbitration, tax claim, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreementhereof. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 10.1 The Licensor hereby representsSupplier warrants, represents and undertakes and warrants to the Licensee Foundation that: -: (a) the Licensor is the owner of the entire right, title and interest in and to the Licensed Patent and Supplier has the right capacity and authority to grant licenses hereunderenter into and perform this Agreement; (b) no part of the Licensor has not knowingly granted and will not knowingly grant licenses Deliverables or other rights to the Licensed Patent that are in conflict with the terms and conditions in this Agreement, Applicable Laws and/or such other agreements entered their permitted use by the Licensor. For the avoidance Foundation in accordance with this Agreement will infringe any rights whatsoever of doubt, the Licensor shall not be entitled to part with, assign, license and/or in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this shall be without derogation to the right of the Licensor to use the Licensed Patent for its own useperson; (c) the Licensor Supplier will carry out its obligations under this Agreement in accordance with all relevant laws, rules and regulations, statutory, non-statutory, voluntary or otherwise from time to time in force; (d) the Supplier will, and will procure that its staff and subcontractors will, conform to such of the Foundation normal codes of staff and security practice as have been notified to the Supplier; (e) the Supplier's obligations under this Agreement will (subject to any instructions or requests of the Foundation) be performed with the lowest level of disruption to the business of the Foundation which is consistent with the proper performance of the said obligations; (f) the Supplier will perform the Services will reasonable care and skill in accordance with generally recognised commercial practices and standards; (g) the Services will conform with all descriptions and specifications provided to the Foundation by the Supplier, including those set out in the Response to Tender; (h) the Services will be of satisfactory quality and fit for the purposes agreed by the Parties; and (i) it will not make any representation or give any warranty on behalf of the Foundation nor create any expense chargeable to the Foundation. 10.2 The Foundation warrants, represents and undertakes to the Supplier that: (a) it has the power capacity and authority to execute, deliver and perform the terms and provisions of this Agreement and will continue to have such power and authority to execute and perform its obligations under enter into this Agreement; (b) it will not at any time to do or suffer to be done any act or thing which brings the Supplier into disrepute; (c) it will not make any representation or give any warranty on behalf of the Supplier nor create any expense chargeable to Supplier; (d) all necessary action has been taken the use by the Supplier in accordance with this Agreement of any information or materials provided to authorise its execution, delivery and performance the Supplier by the Foundation will not infringe any rights whatsoever of this Agreement;any person; and (e) it will carry out its obligations under this Agreement constitutes the legal, valid and binding obligations of the Licensor enforceable against him in accordance with its termsall relevant laws, rules and regulations, statutory, non-statutory, voluntary or otherwise from time to time in force. 10.3 If any Deliverable consists of a software application or source code that is critical to the Deliverable the Supplier will: (a) use all reasonable endeavours to remove viruses, bugs and other unspecified code from the Deliverable prior to delivery; and (fb) keep in a safe place any source codes and keep back-up copies of the source codes at a safe and secure site under the Supplier's ownership and control until such time as the Foundation notifies the Supplier that the source codes are no litigationlonger required. 10.4 Each party warrants that it will not act in a manner (in particular when acting as an associated person of the other party) that constitutes a breach of applicable laws, arbitrationregulations, tax claimcodes and sanctions relating to anti-bribery and anti-corruption including the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇. Each party warrants that it will not induce or improperly reward any third party, dispute including any subcontractor or administrative proceedings is presently subsisting or pending orforeign public official, to his knowledge, threatened or which is likely act improperly. For the purpose of this clause to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) act improperly will be interpreted in accordance with the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this Agreement▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into 10.5 Nothing in this Agreement will serve to exclude any warranties implied by law in reliance upon, inter alia, relation to the representations and warranties set out in this Clause and breach provision of the terms of this Clause shall be considered as material breachServices. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.

Warranties and Representations. 5.1 The Licensor hereby Each Party (the “Warranting Party”), to induce the other Party to enter into this Agreement, represents, undertakes warrants and warrants covenants that: (1) the Warranting Party has the full corporate right and authority, and possesses all licenses, permits, authorizations and rights to intellectual property required to enter into this Agreement and to perform the acts required of it hereunder; (2) the performance by the Warranting Party pursuant to this Agreement and/or the rights herein granted to the Licensee that: - other Party will not conflict with or result in a breach or violation of any of the terms or provisions, or constitute a default under any agreement by which the Warranting Party is bound; (a3) the Licensor is the owner of the entire right, Warranting Party owns all right title and interest in and to its marks and all associated intellectual property rights (including, with respect to Omniglow, the Licensed Patent Proprietary Know-how), and has none of its marks or any other related materials or items delivered to the other Party by the Warranting Party under this Agreement will violate, misappropriate or infringe any intellectual property right to grant licenses hereunder; (b) the Licensor has not knowingly granted and will not knowingly grant licenses or other rights right of any third party; and (4) with respect to the Licensed Patent performance of its obligations hereunder, the Warranting Party will comply with all applicable laws, rules and regulations. Omniglow represents and warrants to LCI that are in conflict with each sub-assembly part supplied by Omniglow to LCI hereunder will meet the terms specification for such sub-assembly part referenced on Exhibit B and conditions in their respective specifications books. LCI represents and warrants to Omniglow that (i) as of the date of this Agreement, Applicable Laws and/or LCI has the exclusive assignment from NIB to manufacture or supply the Products to the United States Government and no other non-profit corporation which is a member of NIB or NISH has such an assignment from NIB or NISH or the Committee, and (ii) to LCI’s actual knowledge and based on LCI’s understanding of the JWOD laws, rules and regulations in effect as of the date of this Agreement, no other agreements entered by non-profit corporation that is or may become a member of either NIB or NISH will receive an assignment under the LicensorJWOD laws, rules and regulations in effect as of the date of this Agreement from either NIB or NISH or the Committee for the manufacture, package or supply of the Products to the United States Government so long as LCI’s assignment from NIB for same is in full force and effect. For the avoidance of doubt, the Licensor shall not be entitled to part with, assign, license and/or The representations and warranties and covenants in any way deal with the Licensed Patent with any third party other than the Licensee, subject always that this section are continuous in nature and shall be without derogation deemed to the right of the Licensor to use the Licensed Patent for its own use; (c) the Licensor has the power and authority to execute, deliver and perform the terms and provisions have been given by each Party at execution of this Agreement and will continue to have such power at each stage of performance hereunder. These representations, warranties and authority to execute and perform its obligations under this Agreement; (d) all necessary action has been taken to authorise its execution, delivery and performance covenants shall survive termination or expiration of this Agreement; (e) this Agreement constitutes the legal. EXCEPT FOR THE SPECIFIC REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN, valid and binding obligations of the Licensor enforceable against him in accordance with its terms; and (f) no litigationNEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY TO THE OTHER PARTY, arbitrationINCLUDING, tax claimBUT NOT LIMITED TO, dispute or administrative proceedings is presently subsisting or pending or, to his knowledge, threatened or which is likely to have a material adverse effect upon him or his ability to perform all of his obligations under this Agreement; and (g) the Licensor has not and will not enter into any agreement or understanding, oral or written, and will not do anything, which would in any way be inconsistent with this AgreementANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 5.2 The Licensor acknowledges and agrees that the Licensee has entered into this Agreement in reliance upon, inter alia, the representations and warranties set out in this Clause and breach of the terms of this Clause shall be considered as material breach. 5.3 Without prejudice to any other rights or remedies of the Licensee under this Agreement, the Licensor hereby covenants with the Licensee to indemnify the Licensee, its Affiliates and/or its Sublicensee (“Indemnitees”) against all direct and actual losses, damages and costs and expenses that shall have directly suffered, incurred or sustained by the Indemnitees in consequence of any breach of the above warranties by the Licensor.