Common use of Anti-Bribery Clause in Contracts

Anti-Bribery. Neither the Company nor any of the Subsidiaries or VIEs has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the Company, nor any of its Subsidiaries or VIEs or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the Company, or any of its Subsidiaries or VIEs or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company does or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and each of its respective Subsidiaries and VIEs has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; none of the Company, nor any of its Subsidiaries or VIEs or affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any Subsidiary, VIE, Affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or VIEs or affiliates, or any of their respective current or former directors, officers, employees, shareholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the Company nor any of the Subsidiaries or VIEs has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any lawlaw which violation is required to be disclosed in the Prospectus. Neither the Company, nor any of its Subsidiaries or VIEs or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the Company, or any of its Subsidiaries or VIEs or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company does or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act 2010Bxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and each of its respective Subsidiaries and VIEs has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; none of the Company, nor any of its Subsidiaries or VIEs or affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, VIE, Affiliateaffiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or VIEs or affiliates, or any of their respective current or former directors, officers, employees, shareholdersstockholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the Company nor any of the Subsidiaries or VIEs has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the CompanyPartnership, nor any of its Subsidiaries or VIEs or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the CompanyPartnership, or any of its Subsidiaries or VIEs or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company Partnership does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaignscampaigns from funds of the Partnership or any of its Subsidiaries, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)amended, the U.K. Bribery Act 2010X.X Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Company Partnership operates its business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”)thereunder, (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company Partnership and each of its respective Subsidiaries and VIEs subsidiaries has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; and none of the CompanyPartnership, nor any of its Subsidiaries or VIEs or affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, VIE, Affiliateaffiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or VIEs or affiliates, or any of their respective current or former directors, officers, employees, shareholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the Company nor any of the Subsidiaries or VIEs has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the Company, nor any of its Subsidiaries or VIEs or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the Company, or any of its Subsidiaries or VIEs or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company does or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation Applicable Law implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)amended, the U.K. Bribery Act 2010Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and each of its respective Subsidiaries and VIEs has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; none of the Company, nor any of its Subsidiaries or VIEs or affiliates will directly or indirectly use the proceeds of the convertible securities Shares or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, VIE, Affiliateaffiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or VIEs or affiliates, or any of their respective current or former directors, officers, employees, shareholdersstockholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the Company nor any None of the Company, its Subsidiaries or VIEs has their affiliates nor anyone acting on their behalf have made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither None of the Company, nor any of its Subsidiaries or VIEs or their affiliates, nor any owner or shareholder, director, officer, agent, employee or other person Person associated with or acting on behalf of the Company, or any of its Subsidiaries or VIEs or their affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activityexpense, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which any of the Company Company, its Subsidiaries or their affiliates does or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act 2010Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which any of the Company Company, its Subsidiaries or their affiliates operates its business, including, in each case, the rules and regulations thereunder (collectively, the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person Person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; Each of the Company and each of Company, its respective Subsidiaries and VIEs their affiliates has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above Anti-Bribery Laws and with this representation and warranty; none of the Company, nor any of its Subsidiaries or VIEs or their affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, VIE, Affiliateaffiliate, joint venture partner or other person or entity Person for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) aboveAnti-Bribery Laws; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or VIEs or their affiliates, or any of their respective current or former directors, officers, employees, owners, shareholders, representatives or agentsstockholders, representatives, agents or other persons Persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the Company nor any of the Subsidiaries or VIEs has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the Company, nor any of its Subsidiaries or VIEs or affiliatesAffiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the Company, or any of its Subsidiaries or VIEs or affiliatesAffiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company does or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and each of its respective Subsidiaries and VIEs has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; none of the Company, nor any of its Subsidiaries or VIEs or affiliates Affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any Subsidiary, VIE, Affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or VIEs or affiliatesAffiliates, or any of their respective current or former directors, officers, employees, shareholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the Company nor any of the Subsidiaries or VIEs has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the Company, nor any of its Subsidiaries or VIEs or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the Company, or any of its Subsidiaries or VIEs or affiliatesaffiliates (in each case, in such capacity), has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaignscampaigns from corporate funds, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act 2010X.X Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”)thereunder, (iv) taken, taken or is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and each of its respective Subsidiaries and VIEs has instituted and has maintained, and will continue to maintain, maintained policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; none above. No action of the Company, nor Company or any of its Subsidiaries in connection with the direct or VIEs indirect use of proceeds from the Securities or affiliates the consummation of any other transaction contemplated hereby or by the other Transaction Documents or the fulfillment of the terms hereof or thereof, will directly or indirectly use result in the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds transactions contemplated hereby and by the other Transaction Documents being used to any Subsidiary, VIE, Affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or VIEs or affiliates, or any of their respective current or former directors, officers, employees, shareholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the Company nor any of the Subsidiaries or VIEs has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any lawlaw which violation is required to be disclosed in the Prospectus. Neither the Company, nor any of its Subsidiaries or VIEs or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the Company, or any of its Subsidiaries or VIEs or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and each of its respective Subsidiaries and VIEs has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; none of the Company, nor any of its Subsidiaries or VIEs or affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, VIE, Affiliateaffiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or VIEs or affiliates, or any of their respective current or former directors, officers, employees, shareholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the Company nor any of the Subsidiaries or VIEs has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the Company, nor any of its Subsidiaries or VIEs or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the Company, Company or any of its Subsidiaries or VIEs or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaignscampaigns from corporate funds, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)amended, the U.K. Bribery Act 2010X.X Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”)thereunder, (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and each of its respective Subsidiaries and VIEs subsidiaries has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; and none of the Company, nor any of its Subsidiaries Subsidiaries, if any, or VIEs or its affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, VIE, Affiliateaffiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or VIEs or affiliates, or any of their respective current or former directors, officers, employees, shareholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the Company nor any of the Subsidiaries or VIEs has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the Company, nor any of its Subsidiaries or VIEs or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the Company, or any of its Subsidiaries or VIEs or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act 2010Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and each of its respective Subsidiaries and VIEs has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; none of the Company, nor any of its Subsidiaries or VIEs or affiliates will directly or indirectly use the proceeds of the convertible securities Securities or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, VIE, Affiliateaffiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; to the knowledge of the Company, there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or VIEs or affiliates, or any of their respective current or former directors, officers, employees, shareholdersstockholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither None of the Company or its Significant Subsidiaries nor any of the Subsidiaries or VIEs has anyone acting on their behalf have made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither None of the Company or its Significant Subsidiaries, nor to the Company, nor any of its Subsidiaries or VIEs or affiliates, nor ’s knowledge any director, officer, agent, employee or other person associated with or Person acting on behalf of the Company, Company or any of its Subsidiaries or VIEs or affiliatesSignificant Subsidiaries, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activityexpense, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private government-owned or controlled entity with which any of the Company or its Significant Subsidiaries does or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “"FCPA”"), the U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in which any of the Company or its Significant Subsidiaries operates its business, including, in each case, the rules and regulations thereunder (collectively, the “"Anti-Bribery Laws”"), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person Person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to unlawfully obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; each of the Company and each of its respective Significant Subsidiaries and VIEs has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warrantyAnti-Bribery Laws; none of the Company, nor any of Company or its Significant Subsidiaries or VIEs or affiliates will directly or indirectly use the proceeds of the convertible securities Securities or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, VIE, Affiliateaffiliate, joint venture partner or other person or entity Person for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to Anti-Bribery Laws; except as disclosed in (iii) above; the General Disclosure Package, there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, Company or its Subsidiaries or VIEs or affiliatesSignificant Subsidiaries, or any of their respective current or former directors, officers, employees, shareholdersrepresentatives, representatives or agents, agents or other persons Persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the Company nor any of the Subsidiaries or VIEs Subsidiaries, if any, has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the Company, nor any of its Subsidiaries or VIEs Subsidiaries, if any, or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the Company, or any of its Subsidiaries or VIEs or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law Applicable Law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act 2010Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and each of its respective Subsidiaries and VIEs has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; none of the Company, nor any of its Subsidiaries or VIEs or affiliates will directly or indirectly use the proceeds of the convertible securities Common Shares or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, VIE, Affiliateaffiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or VIEs Subsidiaries, if any, or affiliates, or any of their respective current or former directors, officers, employees, shareholdersstockholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the Company nor any of the Subsidiaries or VIEs has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the CompanyPartnership, nor any of its Subsidiaries or VIEs or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the CompanyPartnership, or any of its Subsidiaries or VIEs or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company Partnership does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaignscampaigns from funds of the Partnership or any of its Subsidiaries, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)amended, the U.K. Bribery Act 2010X.X Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Company Partnership operates its business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”)thereunder, (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; payment; the Company Partnership and each of its respective Subsidiaries and VIEs subsidiaries has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; warranty; and none of the CompanyPartnership, nor any of its Subsidiaries or VIEs or affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, VIE, Affiliateaffiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or VIEs or affiliates, or any of their respective current or former directors, officers, employees, shareholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the Company nor any of the Subsidiaries or VIEs has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any lawlaw which violation is required to be disclosed in the Prospectus. Neither the Company, nor any of its Subsidiaries or VIEs or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the Company, or any of its Subsidiaries or VIEs or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and each of its respective Subsidiaries and VIEs has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; none of the Company, nor any of its Subsidiaries or VIEs or affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, VIE, Affiliateaffiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or VIEs or affiliates, or any of their respective current or former directors, officers, employees, shareholdersstockholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. (a) To the best of the knowledge and belief of each Obligor, after reasonable enquiry and diligence, it and all its Subsidiaries have conducted and are conducting their businesses in compliance with the Anti-Bribery and Corruption Laws. (b) To the best of the knowledge and belief of each Obligor, after reasonable enquiry and diligence, it and all its Subsidiaries have instituted and maintain systems, controls, policies and procedures designed to: (i) detect incidences of bribery and corruption; and (ii) promote and achieve compliance with the Anti-Bribery and Corruption Laws. (c) Neither the Company nor any of the Subsidiaries or VIEs has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the Company, Obligor nor any of its Subsidiaries or VIEs or affiliatesSubsidiaries, nor as far as each Obligor is (or ought reasonably to be) aware, after reasonable enquiry and diligence by the Obligor, any directorof their respective directors, officerofficers, agentemployees, employee agents, representatives or any other person associated with persons acting for or acting on behalf of the Company, Obligor or any of its Subsidiaries or VIEs or affiliates, has has: (i) directly or indirectly, made, offered to make, promised to make or authorized the payment or giving of, anything of value to any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to a person to influence that person in his or her official capacity, induce that person to do or omit an act in violation of his or her lawful duty, or to secure any improper advantage in order to assist in obtaining or retaining business for or with, or directing business to, any person that may or may not constitute an "unlawful payment" or "improper transfer of value" within the meaning of, and is not in any other way in violation of the Anti-Bribery and Corruption Laws; (ii) directly or indirectly used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political office or activity, ; (iiiii) made any direct or indirect unlawful payment or improper transfer of value to any foreign or domestic government public official or employee, to any company employee or agent of a private entity with which the Company does or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”), from corporate funds; (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, received directly or indirectly, to indirectly any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and each payment or improper transfer of its respective Subsidiaries and VIEs has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; none of the Company, nor any of its Subsidiaries or VIEs or affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any Subsidiary, VIE, Affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of value prohibited under any Anti-Bribery Laws by and Corruption Laws; or (v) been (as far as the CompanyObligor is aware) or is subject to any litigation, its Subsidiaries arbitration or VIEs administrative, regulatory or affiliatescriminal proceedings or investigation with regard to any actual or alleged unlawful payment, or any improper transfer of their respective current or former directors, officers, employees, shareholders, representatives or agents, value or other persons acting or purporting to act on their behalfviolation of any Anti- Bribery and Corruption Laws.

Anti-Bribery. Neither the Company Companies nor any of the Subsidiaries Sellers or VIEs has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the CompanyCompanies Affiliates, nor any of its Subsidiaries or VIEs or affiliates, nor to Sellers’ Knowledge any director, officer, agent, employee or other person associated with or acting on behalf of the Company, Companies or any of its Subsidiaries or VIEs or affiliatesAffiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company does Companies do or seeks seek to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaignscampaigns from corporate funds, (iii) violated or is in violation of any provision of any applicable law or regulation Laws implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in which the Company operates Companies operate its businessbusinesses, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”)thereunder, (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to improperly obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and each of its respective Subsidiaries and VIEs has . Companies have instituted and has have maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; and none of the Company, nor any of its Subsidiaries Companies or VIEs or affiliates their Affiliates will directly or indirectly use the proceeds of from the convertible securities Acquisition or lend, contribute or otherwise make available such proceeds to any Subsidiary, VIE, Affiliate, joint venture partner or other person or entity Person for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or VIEs or affiliates, or any of their respective current or former directors, officers, employees, shareholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the Company nor any of the Subsidiaries or VIEs has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any lawlaw which violation is required to be disclosed in the Prospectus. Neither the Company, nor any of its Subsidiaries or VIEs or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the Company, or any of its Subsidiaries or VIEs or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act 2010Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and each of its respective Subsidiaries and VIEs has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; none of the Company, nor any of its Subsidiaries or VIEs or affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, VIE, Affiliateaffiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or VIEs or affiliates, or any of their respective current or former directors, officers, employees, shareholdersstockholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the Company nor any None of the Company, its Subsidiaries or VIEs has their affiliates nor anyone acting on their behalf have made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither None of the Company, nor any of its Subsidiaries or VIEs or their affiliates, nor any director, officer, agent, employee or other person Person associated with or acting on behalf of the Company, or any of its Subsidiaries or VIEs or their affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activityexpense, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which any of the Company Company, its Subsidiaries or their affiliates does or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in which any of the Company Company, its Subsidiaries or their affiliates operates its business, including, in each case, the rules and regulations thereunder (collectively, the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person Person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; Each of the Company and each of Company, its respective Subsidiaries and VIEs their affiliates has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above Anti-Bribery Laws and with this representation and warranty; none of the Company, nor any of its Subsidiaries or VIEs or their affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, VIE, Affiliateaffiliate, joint venture partner or other person or entity Person for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) aboveAnti-Bribery Laws; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or VIEs or their affiliates, or any of their respective current or former directors, officers, employees, shareholdersowners, representatives or agentsstockholders, representatives, agents or other persons Persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the Company nor any of the Subsidiaries or VIEs has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any lawlaw which violation is required to be disclosed in the Prospectus. Neither the Company, nor any of its Subsidiaries or VIEs or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the Company, or any of its Subsidiaries or VIEs or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act 2010Bxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and each of its respective Subsidiaries and VIEs has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; none of the Company, nor any of its Subsidiaries or VIEs or affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, VIE, Affiliateaffiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or VIEs or affiliates, or any of their respective current or former directors, officers, employees, shareholdersstockholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the Company nor any of the Subsidiaries or VIEs has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the Company, nor any of its Subsidiaries or VIEs or affiliates, nor nor, to the knowledge of the Company, any director, officer, agent, employee or other person associated with or acting on behalf of the Company, or any of its Subsidiaries or VIEs or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company does or seeks to do business (a "Private Sector Counterparty") or to foreign or domestic political parties or campaignscampaigns from corporate funds, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “"FCPA”"), the U.K. Bribery Act 2010U.X Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”)thereunder, (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and each of its respective Subsidiaries and VIEs has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; and none of the Company, nor any of its Subsidiaries or VIEs or affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, VIE, Affiliateaffiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or VIEs or affiliates, or any of their respective current or former directors, officers, employees, shareholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the Company Timber nor any of the Timber Subsidiaries or VIEs has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any lawlaw which violation is required to be disclosed. Neither the CompanyTimber, nor any of its Subsidiaries or VIEs or the Timber Subsidiaries, any of their affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of Timber, the Company, Timber Subsidiaries or any of its Subsidiaries or VIEs or their affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which Timber or the Company Timber Subsidiaries does or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act 2010Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which Timber or the Company Timber Subsidiaries operates its business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; Timber and the Company and each of its respective Timber Subsidiaries and VIEs has have instituted and has have maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; none of the CompanyTimber, nor the Timber Subsidiaries or any of its Subsidiaries or VIEs or their affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, VIE, Affiliateaffiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by Timber, the Company, its Timber Subsidiaries or VIEs or their affiliates, or any of their respective current or former directors, officers, employees, shareholdersmembers, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the Company nor any of the Subsidiaries or VIEs has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the Company, nor any of its Subsidiaries or VIEs or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the Company, or any of its Subsidiaries or VIEs or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company does or seeks to do business (a "Private Sector Counterparty") or to foreign or domestic political parties or campaignscampaigns from corporate funds, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “"FCPA”"), the U.K. Bribery Act 2010U.X Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”)thereunder, (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and each of its respective Subsidiaries and VIEs has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; and none of the Company, nor any of its Subsidiaries or VIEs or affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, VIE, Affiliateaffiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or VIEs or affiliates, or any of their respective current or former directors, officers, employees, shareholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the Company Sonnet nor any of the Sonnet Subsidiaries or VIEs has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any lawlaw which violation is required to be disclosed. Neither the CompanySonnet, nor any of its Subsidiaries or VIEs or the Sonnet Subsidiaries, any of their affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of Sonnet, the Company, Sonnet Subsidiaries or any of its Subsidiaries or VIEs or their affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which Sonnet or the Company Sonnet Subsidiaries does or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act 2010Bxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which Sonnet or the Company Sonnet Subsidiaries operates its business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; Sonnet and the Company and each of its respective Sonnet Subsidiaries and VIEs has have instituted and has have maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; none of the CompanySonnet, nor the Sonnet Subsidiaries or any of its Subsidiaries or VIEs or their affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, VIE, Affiliateaffiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by Sonnet, the Company, its Sonnet Subsidiaries or VIEs or their affiliates, or any of their respective current or former directors, officers, employees, shareholdersstockholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither For the Company nor any of the Subsidiaries or VIEs has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the last three years: (a) No Company, nor or, to Seller’s Knowledge, any of its Subsidiaries directors or VIEs or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the Company, or any of its Subsidiaries or VIEs or affiliates, has officers (i) used has taken any funds for action, or has failed to take any unlawful contributionaction, giftdirectly or indirectly, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of that constitutes a private entity with which the Company does or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in material violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)amended, the U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, and the rules and regulations thereunder (the “Anti-Bribery LawsFCPA”), or any analogous anticorruption Laws applicable to such Company or (ivii) takenhas corruptly, is currently taking directly or will take any action in furtherance indirectly on behalf of an offera Company, paymentoffered, gift paid, promised to pay or authorized the payment of anything else of value, directly or indirectlyincluding but not limited to cash, checks, wire transfers, tangible and intangible gifts, favors and services, to any Government Official or any other person while knowing or having a reasonable belief that all or some portion of the money or value will would be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and each of its respective Subsidiaries and VIEs has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; none of the Company, nor any of its Subsidiaries or VIEs or affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any Subsidiary, VIE, Affiliate, joint venture partner or other person or entity used for the purpose of: (A) influencing any act or decision of financing a Government Official, including a decision to fail to perform official functions, (B) inducing any Government Official to do or facilitating omit to do any activity that would violate act in violation of the laws lawful duty of such official, or (C) inducing any Government Official to use influence with any Governmental Entity in order to assist such Company in obtaining or retaining business with, or directing business to any person or otherwise securing for any person an improper advantage, in each case, as related to a Company. (b) Each Company has conducted the Business in material compliance with applicable anticorruption Laws (including the FCPA). No Litigation or investigation by or before any Governmental Entity against any Company, with respect to the FCPA or other applicable anticorruption Laws is pending or, to Seller’s Knowledge, threatened. No civil or criminal penalties have been imposed on any Company with respect to violations of the FCPA or any other applicable anticorruption Laws nor have any disclosures been submitted by any Company to the U.S. Government or any other Governmental Entity with respect to violations of the FCPA or any other applicable anticorruption Laws. (c) The Business has been conducted in material compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering Laws of all jurisdictions in which each Company operates, the rules and regulations referred thereunder and any related or similar rules, regulations or guidelines, issued, administrated or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”). No Litigation by or before any Governmental Entity against any Company under any Money Laundering Laws is pending or, to in (iii) above; there areSeller’s Knowledge, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or VIEs or affiliates, or any of their respective current or former directors, officers, employees, shareholders, representatives or agents, or other persons acting or purporting to act on their behalfthreatened.

Anti-Bribery. Neither the Company nor any of the Subsidiaries or VIEs NeuBase has not made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any lawlaw which violation is required to be disclosed. Neither the CompanyNeuBase, nor any of its Subsidiaries or VIEs or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the CompanyNeuBase, or any of its Subsidiaries or VIEs or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company NeuBase does or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)amended, the U.K. Bribery Act 2010Bxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Company NeuBase operates its business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and each of its respective Subsidiaries and VIEs NeuBase has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; none of the CompanyNeuBase, nor any of its Subsidiaries or VIEs or affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, VIE, Affiliateaffiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the CompanyNeuBase, or its Subsidiaries or VIEs or affiliates, or any of their respective current or former directors, officers, employees, shareholdersstockholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the Company nor Companies or any of the Subsidiaries Sellers or VIEs has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the CompanyCompanies Affiliates, nor any of its Subsidiaries or VIEs or affiliates, nor to Sellers’ Knowledge any director, officer, agent, employee or other person associated with or acting on behalf of the Company, Companies or any of its Subsidiaries or VIEs or affiliatesAffiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company does Companies do or seeks seek to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaignscampaigns from corporate funds, (iii) violated or is in violation of any provision of any applicable law or regulation Laws implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act 2010Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Company operates Companies operate its businessbusinesses, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”)thereunder, (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to improperly obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and each of its respective Subsidiaries and VIEs has . Companies have instituted and has have maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; and none of the Company, nor any of its Subsidiaries Companies or VIEs or affiliates their Affiliates will directly or indirectly use the proceeds of from the convertible securities Acquisition or lend, contribute or otherwise make available such proceeds to any Subsidiary, VIE, Affiliate, joint venture partner or other person or entity Person for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or VIEs or affiliates, or any of their respective current or former directors, officers, employees, shareholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the Company nor any None of the Company, its Subsidiaries or VIEs has their affiliates nor anyone acting on their behalf have made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither None of the Company, nor any of its Subsidiaries or VIEs or their affiliates, nor any director, officer, agent, employee or other person Person associated with or acting on behalf of the Company, or any of its Subsidiaries or VIEs or their affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activityexpense, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which any of the Company Company, its Subsidiaries or their affiliates does or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “"FCPA”"), the U.K. Bribery Act 2010Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which any of the Company Company, its Subsidiaries or their affiliates operates its business, including, in each case, the rules and regulations thereunder (collectively, the “"Anti-Bribery Laws”"), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person Person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; Each of the Company and each of Company, its respective Subsidiaries and VIEs their affiliates has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above Anti-Bribery Laws and with this representation and warranty; none of the Company, nor any of its Subsidiaries or VIEs or their affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, VIE, Affiliateaffiliate, joint venture partner or other person or entity Person for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) aboveAnti-Bribery Laws; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or VIEs or their affiliates, or any of their respective current or former directors, officers, employees, owners, shareholders, representatives or agentsstockholders, representatives, agents or other persons Persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the Company nor any of the Subsidiaries or VIEs has made any contribution or other payment its Subsidiaries, nor to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the Company’s Knowledge, nor any of its Subsidiaries or VIEs or affiliates, nor any director, officer, employee, agent, employee Affiliate or other person associated with or acting on behalf of the Company, or any of its Subsidiaries or VIEs or affiliatesAffiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaignscampaigns from corporate funds, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act 2010U.X Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”)thereunder, (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and each of its respective Subsidiaries and VIEs has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; and none of the Company, nor any of its Subsidiaries or VIEs or affiliates Affiliates will directly or indirectly use the proceeds of the convertible securities transactions contemplated hereby or by the Private Placement Investment Documents or lend, contribute or otherwise make available such proceeds to any Subsidiary, VIEsubsidiary, Affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or VIEs or affiliates, or any of their respective current or former directors, officers, employees, shareholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the Company nor any of the Subsidiaries or VIEs has made any contribution or other payment its Subsidiaries, nor to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the Company’s Knowledge, nor any of its Subsidiaries or VIEs or affiliates, nor any director, officer, employee, agent, employee Affiliate or other person associated with or acting on behalf of the Company, or any of its Subsidiaries or VIEs or affiliatesAffiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaignscampaigns from corporate funds, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act 2010U.X Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”)thereunder, (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and each of its respective Subsidiaries and VIEs has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; and none of the Company, nor any of its Subsidiaries or VIEs or affiliates Affiliates will directly or indirectly use the proceeds of the convertible securities sale of the Shares or lend, contribute or otherwise make available such proceeds to any Subsidiary, VIEsubsidiary, Affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or VIEs or affiliates, or any of their respective current or former directors, officers, employees, shareholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither (a) The Service Provider agrees that it shall comply with all applicable laws while performing its obligations under this Agreement. In particular, the Company nor Service Provider agrees to comply with all the requirements of Anti- Bribery and Corruption ("ABC") Policy and any of the Subsidiaries or VIEs has made any contribution local laws prohibiting bribery, kickbacks or other payment to any official ofunlawful or improper means of obtaining business or commercial advantages including the Prevention of Corruption Act, or candidate for1988 ("Local Anti-Bribery Laws"), any federalregardless of these laws' jurisdictional limitations, state or foreign office in violation of any law. Neither the Company, nor any of its Subsidiaries or VIEs or affiliates, nor any director, officer, agent, employee or other person associated so far as their dealings with or acting on behalf of the CompanyCompany or its affiliates are concerned or while performing their obligations under this Agreement. In this regard. the Service Provider agrees and warrants that it shall not make, offer, promise, or authorize any of its Subsidiaries or VIEs or affiliatespayment, has (i) used any funds for any unlawful contributionloan, gift, entertainment donation or other unlawful expense relating to political activity, (ii) made any direct giving of money or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company does or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else things of value, directly or indirectly, whether through any of its partners, affiliates, officers, employees. representatives, agents, whether in cash or kind and whether pursuant to any person while knowing written agreement, to or for the use of any government official, any political party, or official thereof or any candidate for political office, for the purpose of influencing or inducing any official act or decision in order to further the activities contemplated by this Agreement including obtaining or retaining any approval from any government authority. The Service Provider acknowledges that in entering into this Agreement. the Company has relied upon the service provider representation and warranty to strictly comply with ABC Policy and Local Anti-Bribery Laws and further agrees that if it violates any such law in the course of performing the activities enumerated in this Agreement or in so far as their dealings with or on behalf of the Company or its affiliates are concerned, the Company may immediately, upon notice to the service provider, terminate this Agreement. (b) The Service Provider represents and warrants that none of its employees, officers, directors are government officials. In the event, there is any change in the information contained in this Clause; the service provider agrees to make immediate disclosures in writing. (c) The Service Provider agrees to maintain records that accurately reflect each of the transactions relating to the obligation contemplated herein in detail and to maintain a system of internal accounting controls to ensure that all or some portion of the money or value will be offeredtransactions are properly and duly authorized. (d) The Service Provider will, given or promised if requested, provide reasonable assistance to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and each in performing any activity related to the Service Provider that is required by any government or agency thereof in any relevant jurisdiction for the purpose of its respective Subsidiaries and VIEs has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve ensuring compliance with the laws referred referenced in this section. (e) The Service Provider will notify the Company if it becomes aware of information that suggests that it has failed, or is likely to fail, to comply with the terms set out in this section. (f) The Company and its authorized representatives shall have reasonable access to all financial and related records under the control of the Service Provider that relate to this Agreement, for purposes of auditing, examining, and making copies of or taking extracts of those records. This audit right may be exercised (i) pursuant to a request or demand from a governmental agency or intergovernmental organization, (ii) following notice provided under Clause 7.5 (e) above, or (iii) above on any other basis reasonably articulated to the audited party. Costs of any audits conducted under the authority of this right to audit and with this representation and warranty; none not addressed elsewhere will be borne by the Company unless certain exemption criteria are met. If the auditor discovers substantive findings related to fraud, misrepresentation or non-performance, the Company may recoup the costs of the Company, nor any of audit work from the service provider. (g) The Service Provider shall ensure that its Subsidiaries or VIEs or affiliates will directly or indirectly use personnel attend the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any Subsidiary, VIE, Affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws training conducted by the Company, its Subsidiaries or VIEs or affiliates, or any Company and provide quarterly undertakings as required by the Company with respect to compliance with the provisions of their respective current or former directors, officers, employees, shareholders, representatives or agents, or other persons acting or purporting to act on their behalfthis Clause 7.5.

Anti-Bribery. Neither Since the Company nor any commencement of the Subsidiaries or VIEs has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation operation of any law. Neither the Business: (a) No Company, nor or, to Sellers’ Knowledge, any of its Subsidiaries directors, officers, Business Employees, agents or VIEs or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the Company, or any of its Subsidiaries or VIEs or affiliates, has representatives (i) used has taken any funds for action, or has failed to take any unlawful contributionaction, giftdirectly or indirectly, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of that would result in a private entity with which the Company does or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)amended, the U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, and the rules and regulations thereunder (the “Anti-Bribery LawsFCPA”), or any analogous anticorruption Laws applicable to such Company or (ivii) takenhas directly or indirectly offered, is currently taking paid, promised to pay or will take any action in furtherance authorized the payment of an offer, payment, gift or anything else of value, directly or indirectlyincluding but not limited to cash, checks, wire transfers, tangible and intangible gifts, favors and services, to any Government Official or any other person while knowing or having a reasonable belief that all or some portion would be used for the purpose of: (1) influencing any act or decision of a Government Official, including a decision to fail to perform official functions, (2) inducing any Government Official to do or omit to do any act in violation of the money lawful duty of such official, or value will be offered(3) inducing any Government Official to use influence with any Governmental Entity in order to assist such Company in obtaining or retaining business with, given or promised directing business to anyone to improperly influence official action, to obtain or retain business any person or otherwise to secure securing for any person an improper advantage or advantage. (vb) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; Each Company has conducted the Company and each of its respective Subsidiaries and VIEs has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve Business in compliance with the laws referred FCPA and other applicable anticorruption Laws. No Litigation or investigation by or before any Governmental Entity involving any Company, with respect to in (iii) above and the FCPA or other applicable anticorruption Laws is pending or, to Sellers’ Knowledge, threatened. No civil or criminal penalties have been imposed on any Company with this representation and warranty; none respect to violations of the Company, FCPA or any other applicable anticorruption Laws nor have any of its Subsidiaries disclosures been submitted by any Company to the U.S. Government or VIEs or affiliates will directly or indirectly use the proceeds any other Governmental Entity with respect to violations of the convertible securities FCPA or lendany other applicable anticorruption Laws. (c) The Business has been conducted in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, contribute or otherwise make available such proceeds to any Subsidiaryas amended, VIEthe money laundering Laws of all jurisdictions in which each Company operates, Affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws rules and regulations referred thereunder and any related or similar rules, regulations or guidelines, issued, administrated or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”). No Litigation by or before any Governmental Entity involving any Company under any Money Laundering Laws is pending or, to in (iii) above; there areSellers’ Knowledge, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or VIEs or affiliates, or any of their respective current or former directors, officers, employees, shareholders, representatives or agents, or other persons acting or purporting to act on their behalfthreatened.

Anti-Bribery. Neither the Company nor any of the Subsidiaries or VIEs has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the Company, nor any of its Subsidiaries or VIEs or affiliates, nor nor, to the knowledge of the Company, any director, officer, agent, employee or other person associated with or acting on behalf of the Company, or any of its Subsidiaries or VIEs or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaignscampaigns from corporate funds, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act 2010U.X Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”)thereunder, (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and each of its respective Subsidiaries and VIEs has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; and none of the Company, nor any of its Subsidiaries or VIEs or affiliates will directly or indirectly use the proceeds of the convertible securities Securities or lend, contribute or otherwise make available such proceeds to any Subsidiary, VIE, Affiliateaffiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or VIEs or affiliates, or any of their respective current or former directors, officers, employees, shareholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the Company nor any of the Subsidiaries or VIEs has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any lawlaw which violation that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock. Neither the Company, nor any of its Subsidiaries or VIEs or affiliatesAffiliates, nor nor, to the knowledge of the Company, any director, officer, agent, employee or other person associated with or acting on behalf of the Company, or any of its Subsidiaries or VIEs or affiliatesAffiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company does or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act 2010Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and each of its respective Subsidiaries and VIEs has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; none of the Company, nor any of its Subsidiaries or VIEs or affiliates Affiliates will directly or indirectly use the proceeds of the convertible securities Securities or lend, contribute or otherwise make available such proceeds to any Subsidiary, VIEsubsidiary, Affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or VIEs or affiliatesAffiliates, or or, to the knowledge of the Company, any of their respective current or former directors, officers, employees, shareholdersstockholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither Since the Company nor any commencement of the Subsidiaries or VIEs has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation operation of any law. Neither the Business: (a) No Company, nor or, to Seller’s Knowledge, any of its Subsidiaries directors, officers, Business Employees, agents or VIEs or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the Company, or any of its Subsidiaries or VIEs or affiliates, has representatives (i) used has taken any funds for action, or has failed to take any unlawful contributionaction, giftdirectly or indirectly, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of that would result in a private entity with which the Company does or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)amended, the U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, and the rules and regulations thereunder (the “Anti-Bribery LawsFCPA”), or any analogous anticorruption Laws applicable to such Company or (ivii) takenhas directly or indirectly offered, is currently taking paid, promised to pay or will take any action in furtherance authorized the payment of an offer, payment, gift or anything else of value, directly or indirectlyincluding but not limited to cash, checks, wire transfers, tangible and intangible gifts, favors and services, to any Government Official or any other person while knowing or having a reasonable belief that all or some portion would be used for the purpose of: (A) influencing any act or decision of a Government Official, including a decision to fail to perform official functions, (B) inducing any Government Official to do or omit to do any act in violation of the money lawful duty of such official, or value will be offered(C) inducing any Government Official to use influence with any Governmental Entity in order to assist such Company in obtaining or retaining business with, given or promised directing business to anyone to improperly influence official action, to obtain or retain business any person or otherwise to secure securing for any person an improper advantage or advantage. (vb) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; Each Company has conducted the Company and each of its respective Subsidiaries and VIEs has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve Business in compliance with the laws referred FCPA and other applicable anticorruption Laws. No Litigation or investigation by or before any Governmental Entity involving a Company, with respect to in (iii) above and the FCPA or other applicable anticorruption Laws is pending or, to Seller’s Knowledge, threatened. No civil or criminal penalties have been imposed on a Company with this representation and warranty; none respect to violations of the Company, FCPA or any other applicable anticorruption Laws nor have any of its Subsidiaries disclosures been submitted by a Company to the U.S. Government or VIEs or affiliates will directly or indirectly use the proceeds any other Governmental Entity with respect to violations of the convertible securities FCPA or lendany other applicable anticorruption Laws. (c) The Business has been conducted in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, contribute or otherwise make available such proceeds to any Subsidiaryas amended, VIEthe money laundering Laws of all jurisdictions in which each Company operates, Affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws rules and regulations referred thereunder and any related or similar rules, regulations or guidelines, issued, administrated or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”). No Litigation by or before any Governmental Entity involving a Company under any Money Laundering Laws is pending or, to in (iii) above; there areSeller’s Knowledge, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or VIEs or affiliates, or any of their respective current or former directors, officers, employees, shareholders, representatives or agents, or other persons acting or purporting to act on their behalfthreatened.

Anti-Bribery. Neither the Company nor any of the Subsidiaries or VIEs Liquidia has not made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any lawlaw which violation is required to be disclosed. Neither the CompanyLiquidia, nor any of its Subsidiaries or VIEs or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the CompanyLiquidia, or any of its Subsidiaries or VIEs or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company Liquidia does or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)amended, the U.K. Bribery Act 2010Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Company Liquidia operates its business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and each of its respective Subsidiaries and VIEs Liquidia has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; none of the CompanyLiquidia, nor any of its Subsidiaries or VIEs or affiliates will directly or indirectly use the proceeds of the convertible securities Common Shares or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, VIE, Affiliateaffiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the CompanyLiquidia, or its Subsidiaries or VIEs or affiliates, or any of their respective current or former directors, officers, employees, shareholdersstockholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the Company nor any of the Subsidiaries or VIEs has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the Company, nor any of its Subsidiaries or VIEs or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the Company, or any of its Subsidiaries or VIEs or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company does or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation Applicable Law implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)amended, the U.K. Bribery Act 2010Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and each of its respective Subsidiaries and VIEs has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; none of the Company, nor any of its Subsidiaries or VIEs or affiliates will directly or indirectly use the proceeds of the convertible securities Securities or lend, contribute or otherwise make available such proceeds to any Subsidiary, VIE, Affiliateaffiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or VIEs or affiliates, or any of their respective current or former directors, officers, employees, shareholdersstockholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither Since the Company nor any commencement of the Subsidiaries or VIEs has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation operation of any law. Neither the Business: (a) No Company, nor or, to Seller’s Knowledge, any of its Subsidiaries directors, officers, Business Employees, agents or VIEs or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the Company, or any of its Subsidiaries or VIEs or affiliates, has representatives (i) used has taken any funds for action, or has failed to take any unlawful contributionaction, giftdirectly or indirectly, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of that would result in a private entity with which the Company does or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)amended, the U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, and the rules and regulations thereunder (the “Anti-Bribery LawsFCPA”), or any analogous anticorruption Laws applicable to such Company or (ivii) takenhas directly or indirectly offered, is currently taking paid, promised to pay or will take any action in furtherance authorized the payment of an offer, payment, gift or anything else of value, directly or indirectlyincluding but not limited to cash, checks, wire transfers, tangible and intangible gifts, favors and services, to any Government Official or any other person while knowing or having a reasonable belief that all or some portion would be used for the purpose of: (A) influencing any act or decision of a Government Official, including a decision to fail to perform official functions, (B) inducing any Government Official to do or omit to do any act in violation of the money lawful duty of such official, or value will be offered(C) inducing any Government Official to use influence with any Governmental Entity in order to assist such Company in obtaining or retaining business with, given or promised directing business to anyone to improperly influence official action, to obtain or retain business any person or otherwise to secure securing for any person an improper advantage or advantage. (vb) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; Each Company has conducted the Company and each of its respective Subsidiaries and VIEs has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve Business in compliance with the laws referred FCPA and other applicable anticorruption Laws. No Litigation or investigation by or before any Governmental Entity involving any Company, with respect to in (iii) above and the FCPA or other applicable anticorruption Laws is pending or, to Seller’s Knowledge, threatened. No civil or criminal penalties have been imposed on any Company with this representation and warranty; none respect to violations of the Company, FCPA or any other applicable anticorruption Laws nor have any of its Subsidiaries disclosures been submitted by any Company to the U.S. Government or VIEs or affiliates will directly or indirectly use the proceeds any other Governmental Entity with respect to violations of the convertible securities FCPA or lendany other applicable anticorruption Laws. (c) The Business has been conducted in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, contribute or otherwise make available such proceeds to any Subsidiaryas amended, VIEthe money laundering Laws of all jurisdictions in which each Company operates, Affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws rules and regulations referred thereunder and any related or similar rules, regulations or guidelines, issued, administrated or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”). No Litigation by or before any Governmental Entity involving any Company under any Money Laundering Laws is pending or, to in (iii) above; there areSeller’s Knowledge, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or VIEs or affiliates, or any of their respective current or former directors, officers, employees, shareholders, representatives or agents, or other persons acting or purporting to act on their behalfthreatened.

Anti-Bribery. Neither the Company nor any None of the Company, its Subsidiaries or VIEs has their affiliates nor anyone acting on their behalf have made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither None of the Company, nor any of its Subsidiaries or VIEs or their affiliates, nor any owner or shareholder, director, officer, agent, employee or other person Person associated with or acting on behalf of the Company, or any of its Subsidiaries or VIEs or their affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activityexpense, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which any of the Company Company, its Subsidiaries or their affiliates does or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “"FCPA”"), the U.K. Bribery Act 2010Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which any of the Company Company, its Subsidiaries or their affiliates operates its business, including, in each case, the rules and regulations thereunder (collectively, the “"Anti-Bribery Laws”"), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person Person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; Each of the Company and each of Company, its respective Subsidiaries and VIEs their affiliates has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above Anti-Bribery Laws and with this representation and warranty; none of the Company, nor any of its Subsidiaries or VIEs or their affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, VIE, Affiliateaffiliate, joint venture partner or other person or entity Person for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) aboveAnti-Bribery Laws; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or VIEs or their affiliates, or any of their respective current or former directors, officers, employees, owners, shareholders, representatives or agentsstockholders, representatives, agents or other persons Persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the The Company nor any of the and its Subsidiaries or VIEs has have not made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any lawlaw which violation is required to be disclosed. Neither the Company, Company nor any of its Subsidiaries or VIEs or Subsidiaries, any of their affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the Company, its Subsidiaries, or any of its Subsidiaries or VIEs or their affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company or its Subsidiaries does or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act 2010Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Company or its Subsidiaries operates its business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and each of its respective Subsidiaries and VIEs has have instituted and has have maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; none of the Company, Company nor any of its Subsidiaries or VIEs or any of their affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, VIE, Affiliateaffiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or VIEs or their affiliates, or any of their respective current or former directors, officers, employees, shareholdersstockholders, representatives or agents, or other persons acting or purporting to act on their behalf.

Anti-Bribery. Neither the Company nor any of the Subsidiaries or VIEs has made any contribution or other payment its Subsidiaries, nor to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the Company’s Knowledge, nor any of its Subsidiaries or VIEs or affiliates, nor any director, officer, employee, agent, employee Affiliate or other person associated with or acting on behalf of the Company, or any of its Subsidiaries or VIEs or affiliatesAffiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company does or seeks to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaignscampaigns from corporate funds, (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act 2010X.X Xxxxxxx Xxx 0000, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”)thereunder, (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and each of its respective Subsidiaries and VIEs has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; and none of the Company, nor any of its Subsidiaries or VIEs or affiliates Affiliates will directly or indirectly use the proceeds of the convertible securities transactions contemplated hereby or by the Private Placement Investment Documents or lend, contribute or otherwise make available such proceeds to any Subsidiary, VIEsubsidiary, Affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or VIEs or affiliates, or any of their respective current or former directors, officers, employees, shareholders, representatives or agents, or other persons acting or purporting to act on their behalf.