Common use of Absence of Further Requirements Clause in Contracts

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency Governmental Entity is necessary or required for the performance by Company or the Company of its Bank to enter into, or perform their respective obligations hereunderunder, in connection with the offering, issuance or sale of the Securities hereunder Operative Documents or the consummation of the transactions contemplated by in this Agreement, except such as have been already obtained or as may be required under the 1933 Act, the 1933 Act Regulations, the securities laws of any state or non-U.S. jurisdiction or the rules and regulations of the Commission thereunder Financial Industry Regulatory Authority, Inc. (the “1933 Act RegulationsFINRA”) or state securities laws).

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, under this Agreement or in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the other transactions contemplated by this Agreement, except such as have been already made or obtained under the 1933 Act or the 1933 Act Regulations or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws or the rules and regulations of the Commission thereunder Financial Industry Regulatory Authority, Inc. (the “1933 Act RegulationsFINRA”) or state securities laws).

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consent, licenseauthorization, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by the Company each Selling Shareholder of its obligations hereunderhereunder or in the Power of Attorney and Custody Agreement, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been already made or obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company Fund of its obligations hereunder, in connection with the offering, issuance or sale of the Securities AMPS hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act or Act, the rules and regulations of 1940 Act, the Commission thereunder (the “1933 Act Regulations”) 1934 Act, or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance offering or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities lawslaws or the rules of the FINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this AgreementAgreement or for the due execution, delivery or performance of the Indenture by the Company, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities lawslaws and except for filings to be made under the 1934 Act and the 1934 Act Regulations.

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consent, licenseauthorization, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by the Company each Selling Stockholder of its obligations hereunderhereunder or in the Power of Attorney and Custody Agreement, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been already made or obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this AgreementAgreement or for the due execution, delivery or performance of the Indenture and the Securities by the Company, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company Partnership Entities of its their obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this AgreementTransactions, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance offering or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company Trust of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act, the 1940 Act, the Securities Exchange Act or the rules and regulations of the Commission thereunder 1934, as amended (the “1933 Act Regulations”) "1934 Act"), or state securities laws.

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consent, licenseauthorization, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by the Company such Selling Shareholder of its obligations hereunderhereunder or in the Power of Attorney and Custody Agreement, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been already made or obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company Trust of its obligations hereunder, in connection with the offering, issuance or sale of the Securities AMPS hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act, the 1940 Act, the Securities Exchange Act or the rules and regulations of the Commission thereunder 1934, as amended (the “1933 Act Regulations”) "1934 Act"), or state securities laws.

Absence of Further Requirements. No filing with, or ------------------------------- authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consentauthorization, license, order, registration, qualification filing with or decree of, order of any court or governmental authority agency or agency body is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act or Act, 1934 Act, the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) , the 1934 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company Manager of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by under this Agreement, the Management Agreement, the Investment Advisory Agreement or the Investment Allocation Agreement except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with hereunder or under the offering, issuance or sale of the Securities hereunder Confirmation(s) or the consummation of the transactions contemplated by this Agreement, or for the due execution, delivery or performance of this Agreement and the Confirmation(s), except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this AgreementAgreement or for the performance by the Company of its obligations under the Indenture, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency Governmental Entity is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act, the 1933 Act Regulations, the rules of the New York Stock Exchange, state securities laws or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) or state securities lawsFINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company or the Operating Partnership of its their respective obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have already been already obtained or as may will be required obtained under the 1933 Act or as required under state securities laws or the rules and regulations of the Commission thereunder Financial Industry Regulatory Authority (the “1933 Act RegulationsFINRA”) or state securities laws).

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consentauthorization, license, order, registration, qualification qualification, order or decree ofof any court, any court or governmental authority or agency is necessary or required for the performance by the Company or the Operating Partnership of its their respective obligations hereunder, under this Agreement or in connection with the offering, issuance or and sale by the Company of the Securities hereunder or the consummation of the transactions contemplated by this AgreementOffered Shares, except such as have been already obtained or as may be required under the 1933 Securities Act, the Securities Exchange Act or the rules and regulations of the Commission thereunder 1934, as amended (the “1933 Act RegulationsExchange Act”), the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or applicable state securities laws, all of which have been made.

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consent, licenseauthorization, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by the Company each Selling Shareholder of his, her or its obligations hereunderhereunder or in the Power of Attorney and Custody Agreement, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been already made or obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunderunder this Agreement, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the other transactions contemplated by this Agreement, except such as have been already made or obtained under the 1933 Act or the 1933 Act Regulations or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act, the 1933 Act Regulations, state securities laws or the rules and regulations of the Commission thereunder Financial Industry Regulatory Authority (the “1933 Act RegulationsFINRA”) or state securities laws).

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company or the Operating Partnership of its their respective obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have already been already obtained or as may will be required obtained under the 1933 Act or as required under state securities laws or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) or state securities laws.National Association of Securities Dealers, Inc.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offeringoffer, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Underwriting Agreement, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company Trust of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act, the 1940 Act, the Securities Exchange Act or the rules and regulations of the Commission thereunder 1934, as amended (the “1933 Act Regulations1934 Act”) ), or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency having jurisdiction is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this AgreementAgreement or for the due execution, delivery or performance of the Indenture by the Company, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities lawslaws and except for the qualification of the Indenture under the 1939 Act.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or and sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities or blue sky laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or the Deposit Agreement, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunderunder this Agreement, the Warrant Agreement, the Representative’s Purchase Option, the Trust Agreement and the Services Agreement, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreementhereby and thereby, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorizationconsent, ------------------------------- approval, consent, licenseauthorization, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by the Company each Selling Shareholder of its obligations hereunderhereunder or in the Power of Attorney and Custody Agreement, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been already made or obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consentauthorization, license, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by the Company each Selling Shareholder of its obligations hereunder, hereunder or in connection with the offeringoffer, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been already made or obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency Governmental Entity is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder Shares or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act, the 1933 Act Regulations, the rules of the NYSE, state securities laws or the rules and regulations of the Commission thereunder Financial Industry Regulatory Authority, Inc. (the “1933 Act RegulationsFINRA”) or state securities laws).

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities Notes hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or made or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement and the Deposit Agreement, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state other applicable securities lawslaws including the laws of Bermuda.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder under this Agreement or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities or blue sky laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this AgreementAgreement or for the due execution, delivery or performance of the Indenture by the Company, except (A) such as have been already obtained or as may be required under the 1933 Act or the rules 1933 Act Regulations or state securities laws and regulations except for the qualification of the Commission Indenture under the 1939 Act, and the Rules and Regulations thereunder (the “1933 1939 Act Regulations”) or state securities laws).

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consent, licenseauthorization, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by the Company each Selling Stockholder of its obligations hereunderhereunder or in the Power of Attorney and Custody Agreement, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreementsuch Selling Stockholder, except such as may have previously been already made or obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, hereunder in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreementherein, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency Governmental Entity is necessary or required for the performance by the Company of to enter into, or perform its obligations hereunderunder, in connection with the offering, issuance or sale of the Securities hereunder Operative Documents or the consummation of the transactions contemplated by in this Agreement and the Deposit Agreement, except such as have been already obtained or as may be required under the 1933 Act, the 1933 Act Regulations, the securities laws of any state or non-U.S. jurisdiction or the rules and regulations of the Commission thereunder Financial Industry Regulatory Authority, Inc. (the “1933 Act RegulationsFINRA”) or state securities laws).

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company or any of its the Guarantors of their respective obligations hereunderunder the Transaction Documents, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreementthe Transaction Documents, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consent, licenseauthorization, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by the Company each Selling Shareholder of its obligations hereunderhereunder or in the Power of Attorney and Custody Agreement, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been already made or obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities lawslaws and except for any filings which may be required after the date hereof pursuant to Sections 13 and 16 of the 0000 Xxx.

Absence of Further Requirements. (A) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court Governmental Entity and (B) no authorization, approval, vote or governmental authority other consent of any other person or agency entity, is necessary or required for the performance consummation by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation Distributor of the transactions contemplated by this Agreement or the Distribution Agreement, except such as have been already obtained or as may be required under the 1933 Act or Act, the 1940 Act, the 1934 Act, the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) or FINRA and such as may be required under state securities laws.

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consent, licenseauthorization, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by Alliant and the Company Selling Stockholder of its their respective obligations hereunder, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been already made or obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act or Act, the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunderunder the Transaction Documents, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreementthe Transaction Documents, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or any Terms Agreement, except such as have been already obtained or as may be required under the 1933 Act or Act, the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) , the 1934 Act, or applicable state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency Governmental Entity is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act, the 1933 Act Regulations, the rules of the Nasdaq Capital Market, state securities laws or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) or state securities lawsFINRA.

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consent, licenseauthorization, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by the Company Selling Stockholder of its obligations hereunder, hereunder or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been already made or obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Underwriting Agreement, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency Governmental Entity is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act or Act, the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) , the rules of the NASDAQ Stock Market LLC, or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency Governmental Entity is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance offering or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act, the 1933 Act Regulations, the rules of the Nasdaq Global Select Market, state securities laws or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) or state securities lawsFINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency Governmental Entity is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this AgreementAgreement or for the due execution, delivery or performance of the Indenture or the Securities by the Company, except such as have been already obtained or will be made at or prior to the Closing Time or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunderunder this Agreement, the Securities or the Articles Supplementary or in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the other transactions contemplated by this Agreement, the Securities or the Articles Supplementary, except such as have been already made or obtained under the 1933 Act or the 1933 Act Regulations or as may be required under state securities laws and except for the 1933 Act or filing with, and acceptance for record by, the rules and regulations SDAT of the Commission thereunder (the “1933 Act Regulations”) or state securities lawsArticles Supplementary.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency Governmental Entity is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder under this Agreement or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act or Act, the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) , the rules of the NYSE or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities Shares hereunder or the consummation of the transactions contemplated by this Agreement or any Terms Agreement, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or applicable state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company or Ventas Realty of its their obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency Governmental Entity is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or any applicable Terms Agreement, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities lawslaws or by the rules of Nasdaq.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency agency, foreign or domestic, is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consent, licenseauthorization, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by the Company each Selling Shareholder of its obligations hereunderhereunder or in the Power of Attorney and Custody Agreement, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Underwriting Agreement, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations, state securities laws or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) or state securities lawsFINRA.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state and foreign securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court arbitrator, court, governmental body, regulatory body, administrative agency or governmental authority other authority, body or agency is necessary or required for the performance by the Company Manager of its obligations hereunder, under this Agreement in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act or Act, the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) , the rules of the NYSE or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company or the Trust of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this AgreementAgreement or for the due execution, delivery or performance of the Indenture by the Company, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities lawslaws and except for the qualification of the Indenture under the 1939 Act.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state or foreign securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulation or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities Certificates hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act or Regulations, the rules and regulations of the Commission thereunder (the “1933 1939 Act Regulations”) Regulations or state securities or blue sky laws.

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consent, licenseauthorization, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by the Company each Selling Shareholder of its obligations hereunderhereunder or in the Power of Attorney and Custody Agreement, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except (i) such as may have previously been already made or obtained or as may be required under the 1933 Act or the rules 1933 Act Regulations or state securities laws and (ii) such as have been obtained under the laws and regulations of jurisdictions outside the Commission thereunder (United States in which the “1933 Act Regulations”) or state securities lawsDirected Securities are offered.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or any Terms Agreement, except such as have been already obtained or as may be required under FINRA, Nasdaq, the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale by the Company of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except as such as have been already obtained or made or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunderunder this Agreement, in connection with the offering, issuance or sale of the Offered Securities hereunder or the consummation of the transactions contemplated by under this Agreement, or the due execution, delivery or performance of any Indenture except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company Operating Partnership of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this AgreementAgreement or for the due execution, delivery or performance of the Indenture by the Operating Partnership, except such as have been already obtained or as may be required under the 1933 Act or state securities laws and except for the rules and regulations qualification of the Commission thereunder (Indenture under the “1933 Act Regulations”) or state securities laws1939 Act.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic (whether federal, state or local) or foreign, is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunderunder this Agreement, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consent, licenseauthorization, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by each Selling Shareholder of his obligations hereunder or in the Company of its obligations hereunderCustody Agreement, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been already made or obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court arbitrator, court, governmental body, regulatory body, administrative agency or governmental authority other authority, body or agency is necessary or required for the performance by the Company Manager of its obligations hereunderunder this Agreement, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except (i) such as have been already obtained or (ii) as may be required under the 1933 Act or Act, the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) , the rules of the New York Stock Exchange or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunderunder this Agreement, the Securities or the Articles Supplementary in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the other transactions contemplated by this AgreementAgreement or the Articles Supplementary, except such as have been already made or obtained under the 1933 Act or the 1933 Act Regulations or as may be required under state securities laws and except for the 1933 Act or filing with, and acceptance for record by, the rules and regulations SDAT of the Commission thereunder (the “1933 Act Regulations”) or state securities lawsArticles Supplementary.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency Governmental Entity is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offeringCompany’s execution, issuance or sale delivery and performance of the Securities hereunder this Agreement or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act or Act, the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or any Terms Agreement, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunderunder this Agreement, the Warrant Agreement, the Escrow Agreement, the Warrant Subscription Agreements, the Purchase Options and the Trust Agreement, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreementhereby and thereby (including the sale of the Private Placement Warrants), except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or under state securities laws.

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consentauthorization, license, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by the Company such Selling Shareholder of its obligations hereunderhereunder or in the Power of Attorney and Custody Agreement, or in connection with the offeringoffer, issuance sale or sale delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been already made or obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consent, licenseauthorization, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by the Company each Selling Stockholder of its obligations hereunderhereunder or in the Power of Attorney and Custody Agreement, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been already made or obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or under applicable foreign or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company Offerors of its their obligations hereunder, hereunder or in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act or Act, the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) , the 1939 Act, the 1939 Act Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act and the 1940 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations and the 1940 Act Regulations”) or state securities laws.

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consent, licenseauthorization, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by the Company Selling Stockholder of its obligations hereunder, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been already made or obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency Governmental Entity is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act, the 1933 Act Regulations, the rules of The NASDAQ Global Market (the “Exchange”), state securities laws or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) or state securities lawsFINRA.

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consent, licenseauthorization, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by the Company each Selling Stockholder of its obligations hereunderhereunder or in the Power of Attorney, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been already made or obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities Certificates hereunder or the consummation of the transactions of the Company contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act or Regulations, the rules and regulations of the Commission thereunder (the “1933 1939 Act Regulations”) Regulations or state securities or blue sky laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained under the 1933 Act or the 1933 Act Regulations or the 1934 Act or the 1934 Act Regulations or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or such as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization------------------------------- consent, approval, consent, licenseauthorization, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by the Company BJK&E of its obligations hereunder, or in connection with the offering, issuance or sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been already made or obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consent, licenseauthorization, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by the Company each Selling Shareholder of its obligations hereunder, or in connection with the offering, issuance or sale and delivery of the Securities being sold by such Selling Shareholder hereunder or the consummation of the transactions contemplated by this Agreement, Agreement except such as may have previously been already made or obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or state securities laws.

Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance offering or sale of the Securities hereunder by the Selling Shareholders or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) Regulations or as may be required by state securities laws.

Absence of Further Requirements. No filing with, or authorizationconsent, approval, consent, licenseauthorization, order, registration, qualification or decree of, any court or governmental authority or agency agency, domestic or foreign, is necessary or required for the performance by the Company each Selling Stockholder of its obligations hereunderunder this Agreement or under the Custody Agreement, or in connection with the offering, issuance or sale and delivery of the Securities hereunder Stock or the consummation of the transactions contemplated by this Agreement, Agreement except such as may have previously been already made or obtained or as may be required under the 1933 Securities Act or the rules and regulations of the Commission thereunder 1933, as amended (the “1933 Act RegulationsSecurities Act”) ), or state securities laws.