Company Representations. The Company hereby represents and warrants to the Holder that:

Securities Representations. The grant of the Award and issuance of shares of Common Stock upon settlement of the Award shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No shares of Common Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which such shares may then be listed. As a condition to the settlement of the Award, the Company may require you to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation.

Additional Representations. Each Party represents and warrants to the other Party and the ARS Releasees or Recordati Releasees, as applicable, as of the Termination Agreement Effective Date that # it has all requisite legal capacity to grant the rights and releases set forth in Section 6 (Mutual Release of Claims) on behalf of itself and its respective ARS Releasors or Recordati Releasors, as applicable and # neither it nor any of the other ARS Releasors or Recordati Releasors, as applicable, have assigned, transferred or granted to any Person that is not a ARS Releasors or Recordati Releasors, as applicable, any Action or Liability intended to be covered or released pursuant to Section 6 (Mutual Release of Claims).

Each such Shareholder understands that the ​ Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any other applicable securities laws, including those under the Blue Sky Law. Each such Shareholder also understands that the ​ Shares are being offered and issued pursuant to an exemption from the registration requirements of the Securities Act, under [Section 4(2)] and/or Regulation D of the Securities Act. Each such Shareholder acknowledges that ​ will rely on such Shareholder’s representations, warranties and certifications set forth below for purposes of determining such Shareholder’s suitability as an investor in the ​ Shares and for purposes of confirming the availability of the [Section 4(2)] and/or Regulation D exemption from the registration requirements of the Securities Act.

Hainan ​ or ​ understands that the AUFP Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any other applicable securities laws. Hainan ​ or ​ also understands that the AUFP Shares are being offered pursuant to an exemption from the registration requirements of the Securities Act, under [Section 4(2)] and/or Regulation D of the Securities Act, under [Section 25012(f)]. Hainan ​ or ​ acknowledges that the Shareholders will rely on Hainan ​ or ​ representations, warranties and certifications set forth below for purposes of determining Hainan ​ or ​ suitability as an investor in the AUFP Shares and for purposes of confirming the availability of the [Section 4(2)] and/or Regulation D exemption from the registration requirements of the Securities Act.

Employee Representations. Employee hereby acknowledges and agrees as follows:

Each Lender # represents and warrants, as of the date such Person became a Lender party hereto, to, and # covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

Securities Representations. This Agreement is being entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that:

Representations, Etc. Any representation, warranty or statement made or deemed made by Borrower herein or in any other Credit Document or in any certificate delivered to Lender or Lender pursuant hereto or thereto shall prove to be untrue in any material respect on the date as of which made or deemed made; or 10.03. Covenants. Borrower or any of its Subsidiaries shall # default in the due performance or observance by it of any term, covenant or agreement contained in [Section 8.01(f)(i), 8.04] (solely with respect to Borrower), 8.08, or 8.11 or Section 9 or # default in the due performance or observance by it of any other term, covenant or agreement contained in this Agreement or in any other Credit Document (other than those set forth in Sections 10.01 and 10.02) and such default pursuant to this sub clause (ii) shall continue unremedied for a period of 30 days after written notice thereof to the defaulting party by Lender; or

Investment Representations. The Committee may require any individual receiving Shares pursuant to an Award under this Plan to represent and warrant in writing that the individual is acquiring the Shares for investment and without any present intention to sell or distribute such Shares.