The Borrower represents that # it is a legal entity registered and carrying out activity in accordance with the laws of England and Wales in force; # all corporate procedures, statutory documents and permissions necessary and required for the execution of this Agreement have been obtained and are effective, and this Agreement does not contradict the contractual limitations binding upon Borrower and its statutory documents; and # this Agreement constitutes effective legal obligations of Borrower.

The representations set out in this Clause are made by the Borrower to each Finance Party.

Representations by Enzo: Enzo hereby represents and warrants that: # as of the Effective Date, Enzo and/or its Affiliates own the Licensed Enzo Patent Rights, with all substantive rights in and to same, including the exclusive right to grant the license, collect royalties, collect past, present and future damages, grant the releases and covenants with respect to the Licensed Enzo Patent Rights set forth herein, and enforce those rights with legal standing; # as of the Effective Date, it has not assigned or otherwise transferred to any other Person any rights to the Licensed Enzo Patent Rights that would prevent Enzo from conveying the rights, releases and covenants set forth herein; # there are no liens or other encumbrances on the Licensed Enzo Patent Rights that would prevent Enzo from entering into this Agreement; # Enzo’s execution of this Agreement and the performance of Enzo’s obligations hereunder will not violate any agreement, whether oral or written, to which Enzo or its Affiliates is a party; # neither Enzo nor any of its Affiliates has granted, nor will grant, any licenses or other rights, under the Licensed Enzo Patent Rights, that would conflict with or prevent the rights granted to ​ and its Affiliates; and # the person executing this Agreement on behalf of Enzo has the full right and authority to enter into this Agreement on Enzo’s behalf. Notwithstanding the foregoing, if any of Enzo’s patents are found invalid, this shall not cause a breach of the foregoing representation regarding Enzo or its Affiliates’ right to grant the license, release, or other rights provided herein.

Representations. All Representations shall be true as of the Closing and all such representations shall survive the Closing.

Tenant hereby makes the following representations and warranties to Landlord:

Investor Representations. This Note has been issued subject to certain investment representations of the original Holder set forth in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and state securities laws and regulations.

Investment Representations. This Debenture has been issued subject to certain investment representations of the original ​ set forth in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and state securities laws and regulations.

UBI and NOVA desire to make certain representations, warranties, covenants and agreements in connection with the Acquisition and also to prescribe various conditions to the Acquisition.

Certain Distributions. In the event of any distribution to the Company’s stockholders of securities of any other entity or other assets (other than dividends payable in cash or stock of the Company) without receipt of consideration by the Company, the Committee may, in its discretion, appropriately adjust the price per Share covered by each outstanding Award to reflect the effect of such distribution.

Certain Definitions. For purposes of this Agreement, capitalized terms used herein and not otherwise defined shall have the following respective meanings: