Each party represents and warrants to the other party that:

Mutual Representations, Warranties, and Covenants. Each Party, severally, and not jointly, represents, warrants, and covenants to each other Party that:

Mutual Covenants. Each of Axsome and Licensee hereby covenants to the other Party that:

Mutual Representations and Warranties. Each of the Parties hereby represents and warrants to the other Party as of the Termination Agreement Effective Date that: # it is duly organized and validly existing under the laws of its jurisdiction of incorporation or formation, and it has all requisite power and authority, corporate or otherwise, to execute, deliver, and perform this Agreement; # this Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency or other Applicable Law of general application affecting the enforcement of creditor rights, judicial principles affecting the availability of specific performance, and general principles of equity (whether enforceability is considered a proceeding at law or equity), # the execution, delivery and performance of this Agreement by such Party have been duly authorized by all necessary corporate action and do not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination or award of any court or governmental body, or administrative or other agency presently in effect applicable to such Party, # it is not aware of any government authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement and such other agreements, and # neither Party is under any obligation, contractual or otherwise, to any Person that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunder.

Mutual Representations and Warranties. Arcus and WuXi each represents and warrants to the other as of the Effective Date:

Mutual Representations and Warranties. Biose hereby makes the following representations and warranties to Evelo, and Evelo hereby makes the following representations and warranties to Biose.

REPRESENTATIONS, COVENANTS AND WARRANTIES. Each of Holdings and the Company represents, covenants and warrants as follows, on the date of this Agreement and at each other time the following representations, covenants and warranties are required to be made pursuant to the other provisions of this Agreement:

hereby represents and warrants to and agrees with the Company that:

TRIS Representations, Warranties and Covenants. TRIS represents, warrants and covenants to AYTU that the following are true and correct as of the date stated therein, or if none is specified then as of the date hereof:

Merchant’s Representations, Warranties and Covenants. Merchant represents, warrants, and covenants that at all times that any portion of the Amount Sold remains unpaid: # the Future Receivables are not and will not be voluntarily subjected to any claims, charges, liens, restrictions, encumbrances or security interests of any nature, unless previously disclosed to Purchaser and to which Purchaser consented in writing; # Merchant has not and will not sell the Future Receivables to any other party without Purchaser’s express, prior written consent; # Merchant will not change or add credit card processors, take any action to discourage the use of any electronic payment cards, or cause a diversion of any of Merchant’s Future Receivables, without the prior, written consent of Purchaser; # Merchant will use the Purchase Price solely for business purposes and not for personal, family, or household expenses; # Merchant is financially solvent (i.e. the assets that Merchant owns exceed the value of Merchant’s liabilities and Merchant is able to pay its obligations as they come due) as of the date of this Agreement and anticipates that it will remain solvent; # Merchant will not conduct its business under any name, or through any entity, other than the entity that is printed on the FRSA, will not change its business location(s), and will not temporarily or permanently close its business for renovations or for any other purpose without the prior, written consent of Purchaser; # Merchant acknowledges that this is not a loan and agrees that it will not enter into any agreement with a third party that offers debt restructuring, debt settlement, debt management, debt balance reduction, creditor reduction, creditor negotiation, financial mitigation or other similar services, as they are not applicable to this Agreement; # Merchant will not undertake any transaction involving the sale of any part of Merchant’s business without Purchaser’s prior, written consent; # Merchant will not willingly forfeit control of its business without Purchaser’s prior, written consent; # Merchant has not filed for protection under any chapter of the Bankruptcy Code in the last six months, has not consulted with a bankruptcy attorney in the last six months, and is not currently contemplating the filing of a bankruptcy proceeding or closing Merchant’s business; # all information provided by Merchant to Purchaser is true, accurate and correct; # Merchant possesses and will maintain adequate insurance coverage to protect against all risks that are necessary to protect its business and will show proof upon demand; # Merchant has been, and is currently, in compliance will all statutes, rules, ordinances, or other laws or regulations governing permits, licenses, and approvals that are necessary to conduct its business, and has paid, and will continue to pay, all necessary local, state, and federal taxes and fees; # Merchant and the person(s) signing this Agreement on behalf of Merchant have full power and authority to enter into and perform under this Agreement; # Merchant will sign all documents that Purchaser deems necessary to perform under this Agreement, and will provide Purchaser copies of all bank statements, documents related to Merchant’s credit card processing activity, or other documents related to Merchant’s financial and banking affairs (including copies of tax returns), within five (5) days of Purchaser’s request; # Purchaser shall have the right to inspect, audit, check and make copies of any of the books, records, journals, orders, receipts, correspondence that relate to Merchant’s accounts or other transactions between the parties thereto and the general financial condition of Merchant; # Merchant will permit Purchaser or its agent to conduct site inspections of Merchant’s business, at any reasonable time this Agreement is in effect, without prior notice to Merchant and shall permit the site inspector to photograph the interior and exterior of any of Merchant’s places of business, including any signage; # Merchant is not in default of any agreement with any creditor with which it established a relationship prior to the execution of this Agreement, nor has Merchant entered into any forbearance agreement with a creditor unless it has been previously disclosed to Purchaser, and to which Purchaser consented in writing; # Merchant will not share its portal log- on credentials, provided by Purchaser, with any non-party to this Agreement; # Merchant acknowledges that Purchaser has agreed to purchase its Future Receivables based upon Merchant’s current operational structure and business plan, and agrees that it shall not enter into any transaction, such as the sale, assignment, pledge, or alienation, in any form, of stock or assets that could result in a change of control or devaluation of Merchant, or make any material change in operational structure or business plan of Merchant, without Purchaser’s prior written consent; and # in the event that business revenue has declined or the business has ceased operations, Merchant shall provide all bank statements and other documents demonstrating the same.