3.8 Restricted Securities. Transferee understands that New AON was previously
a shell company subject to Rule 144(i) and that the Shares are restricted securities under applicable U.S. federal and state laws and that, pursuant to these laws, Transferee must hold the Shares indefinitely unless they are
registered with the SEC and/or qualified by state authorities, or an exemption from such registration and qualification requirements is available. Transferee further acknowledges that if an exemption from registration or qualification is available,
it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, requirements relating to New AON which are outside of Transferees control, and which New AON is under
no obligation and may not be able to satisfy.
3.9 OFAC. Neither Transferee, nor to the knowledge of Transferee any affiliate
of Transferee, nor any officer, manager, or principal employee of the Transferee is on the list of Specially Designated Nationals and Blocked Persons issued by the Office of Foreign Assets Control of the U.S. Department of Treasury.
4. REPRESENTATIONS AND WARRANTIES OF
TRANSFERORS. Each Transferor represents and warrants to Transferee that as of the date of this Agreement and as of the Closing:
4.1 Authorization. All legal action on the part of Transferor and its partners necessary for the authorization, execution and
delivery of this Agreement, the performance of all obligations of Transferor hereunder and the transfer of the Shares hereunder has been taken, and this Agreement, assuming the due authorization, execution and delivery by Transferee, shall
constitute valid and legally binding obligations of Transferor, enforceable against Transferor in accordance with its terms, except as limited by applicable bankruptcy, insolvency, moratorium or other similar federal or state laws affecting the
rights of creditors, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The execution, delivery and performance of this Agreement, and the consummation of the transactions
contemplated hereby will not result in a violation of, or default under, any instrument, judgment, order, writ, decree or contract known to Transferor, or an event that results in the creation of any lien, charge or encumbrance upon the Shares.
4.2 Transfer for Own Account. Transferor is selling the Shares for Transferors own account only and not with a view to, or
for sale in connection with, a distribution of the Shares within the meaning of the 1933 Act.
4.3 No General Solicitation.
At no time has Transferor or any person acting on its behalf presented Transferee with or solicited Transferee through any publicly issued or circulated newspaper, mail, radio, television or other form of general advertisement or solicitation in
connection with the transfer of the Shares.
4.4 No Broker-Dealer. Transferor has not effected this transfer of shares by or
through a broker-dealer of any kind and agrees that it will indemnify Transferee for any liability to any broker or dealer in respect of the transactions contemplated hereby. Transferee is not and will not become obligated to pay any compensation to
any broker, finder or financial advisor as a result of the consummation of the transactions contemplated by this Agreement based upon any arrangement made by or on behalf of Transferor or any of Transferors affiliates or agents.
4.5 Title to Shares. Transferor owns all right, title and interest (legal and beneficial) in and to the Shares. Immediately prior
to the Closing, Transferor had valid, good and marketable title to the Shares to be transferred under this Agreement in the Closing, free and clear of any pledge, lien, security interest, encumbrance, options, claim or restrictions (collectively,
Liens). At the date of the Closing, Transferors entire right, title and interest in and to the Shares to be transferred under this Agreement in the Closing shall have been conveyed to Transferee as set forth herein.
Transferor has valid, good and marketable title to the Shares being transferred by Transferor, and the right and authority to sell such Shares to Transferee pursuant to this Agreement and without any third-party consent.
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