Common use of Certain Business Practices Clause in Contracts

Certain Business Practices. (1) Since January 1, 2021, none of the Company, any of its Subsidiaries or, to the knowledge of the Company, any of their respective directors or officers, agents or employees, in each case while engaged by the Company or any of its Subsidiaries, has: (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries or violated any provision of the Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery Law; (iii) established or maintained any unlawful fund of monies or other assets of the Company or its Subsidiaries; (iv) made any fraudulent entry on the books or records of the Company or its Subsidiaries; or (v) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for the Company or its Subsidiaries. (2) To the extent required by applicable Law, the Company and each of its Subsidiaries has adopted, and maintained, customary “know-your-customer” and anti-Money Laundering programs and reporting procedures covering the Company’s and any of its Subsidiaries’ businesses, and have complied in all material respects with the terms of such programs and procedures for detecting and identifying Money Laundering with respect to the Company’s and any of its Subsidiaries’ businesses. “Money Laundering” means the acquisition, possession, use, conversion, transfer or concealment of the true nature of property of any description, and legal documents or instruments evidencing title to, or interest in, such property, knowing that such property is an economic advantage from criminal offenses, for the purpose of (a) concealing or disguising the illicit origin of the property; or (b) assisting any person who is involved in the commission of the criminal offense as a result of which such property is generated, to evade the legal consequences of such actions.

Certain Business Practices. (1i) Since January From and after November 1, 20212008, none neither the Company, any Subsidiary of the Company nor any director, officer, or, to the Knowledge of the Company, any employee or agent of its Subsidiaries or, to the knowledge of the Company, any of their respective directors or officers, agents or employees, in each case while engaged by the Company or any Subsidiary of its Subsidiariesthe Company acting on behalf of the Company or any Subsidiary of the Company has (A) directly or indirectly, has: (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related payments relating to political activity; , (iiB) made directly or indirectly, used or contemplated the use of funds, given, offered, promised, or authorized to give, any unlawful payment money or thing of value (except for payments permitted by 15 U.S.C. Section 78dd-2(b) or (c)) to any foreign or domestic government officials or employees official or to any foreign or domestic political parties party or campaigns campaign (collectively, “Government Official”), for the purpose, with respect to subclauses (A) and (B), of influencing an act or decision of the Government Official, or inducing the Government Official to use his or her influence or position to affect any government act or decision to obtain favorable treatment in securing or retain business to obtain special concessions for the Company or its Subsidiaries or violated any provision of the Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery Law; (iii) established or maintained any unlawful fund of monies or other assets of the Company or its Subsidiaries; any Subsidiary of the Company or (ivC) directly or indirectly, made any fraudulent entry on unlawful payment. (ii) From and after November 1, 2008, to the Knowledge of the Company, (A) there have been no false or fictitious entries made in the books or records of the Company or its Subsidiaries; or (v) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment Subsidiary of the Company relating to any personillegal payment or secret or unrecorded fund, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for and (B) neither the Company or its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for nor any Subsidiary of the Company has established or its Subsidiariesmaintained a secret or unrecorded fund. (2iii) To the extent required by applicable LawSince November 1, 2008, the Company and each Subsidiary of its Subsidiaries has adoptedthe Company have conducted their export transactions in accordance in all material respects with applicable provisions of U.S. export Legal Requirements, the export Legal Requirements of the countries where it conducts business and maintained, customary “know-your-customer” the trade embargo and anti-Money Laundering programs and reporting procedures covering boycott provisions of any applicable Legal Requirements. Without limiting the foregoing: (A) to the Knowledge of the Company’s , the Company and any each Subsidiary of its Subsidiaries’ businessesthe Company have obtained all material export licenses and other approvals required for their exports of products, software and have complied technologies from the U.S. and other countries where it conducts business; (B) to the Knowledge of the Company, the Company and each Subsidiary of the Company are in compliance in all material respects with the terms of such programs applicable export licenses or other approvals; and procedures for detecting and identifying Money Laundering (C) as of the date of this Agreement, there are no pending or, to the Knowledge of the Company, threatened audits, investigations or claims against the Company or any Subsidiary of the Company with respect to the Company’s and any of its Subsidiaries’ businesses. “Money Laundering” means the acquisition, possession, use, conversion, transfer such export licenses or concealment of the true nature of property of any description, and legal documents or instruments evidencing title to, or interest in, such property, knowing that such property is an economic advantage from criminal offenses, for the purpose of (a) concealing or disguising the illicit origin of the property; or (b) assisting any person who is involved in the commission of the criminal offense as a result of which such property is generated, to evade the legal consequences of such actionsother approvals.

Certain Business Practices. (1i) Since January 1, 2021, none None of the Company, Company or any of its Subsidiaries Subsidiaries, nor any of their respective directors, managers, or officers, or, to the knowledge of the Company, any employee, agent, or representative thereof, has in the past three (3) years offered, paid, promised to pay, or authorized the payment of their respective directors or officers, agents or employees, in each case while engaged by the Company any money or any other thing of its Subsidiariesvalue to any person (A) with the intention of inducing improper conduct on the part of the recipient, has: (iB) used any funds for unlawful contributionsacceptance of which would violate the policies of the recipient’s employer or cause the recipient to breach a duty owed to his or her employer, gifts, entertainment or other unlawful expenses related (C) to political activity; (ii) made any unlawful payment to foreign otherwise secure an undue or domestic government officials or employees or to foreign or domestic political parties or campaigns to obtain favorable treatment in securing business to obtain special concessions improper advantage for the Company or its Subsidiaries or violated in violation of any provision of the Foreign Corrupt Practices Act of 1977 or any other applicable antiAnti-corruption or anti-bribery Corruption Law; . (iiiii) established or maintained any unlawful fund of monies or other assets None of the Company or its Subsidiaries; , nor any of their respective directors, managers, or officers, or, to the knowledge of the Company, any employee, agent, or representative thereof in the past three (iv3) made any fraudulent entry years (A) has been or is a Sanctioned Person, (B) has (acting for or on the books or records behalf of the Company or its Subsidiaries; ) transacted business with or for the benefit of a Sanctioned Person or otherwise violated applicable Sanctions, or (vC) made committed a violation of any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for the Company or its Subsidiariesapplicable Ex-Im Law. (2iii) The operations of the Company and its Subsidiaries have been and are conducted in compliance with applicable Anti-Money Laundering Laws, including any financial recordkeeping and reporting requirements, and the Company’s books and records fairly and accurately reflect, in reasonable detail, their transactions and disposition of assets consistent with the requirements of the U.S. Foreign Corrupt Practices Act of 1977, as amended. (iv) To the extent required by applicable Lawknowledge of the Company, neither the Company and each nor any of its Subsidiaries has adoptedbeen, and maintainedin the last three (3) years, customary “know-your-customer” and anti-Money Laundering programs and reporting procedures covering the Company’s and any of its Subsidiaries’ businesses, and have complied in all material respects with the terms of such programs and procedures for detecting and identifying Money Laundering with respect to the Company’s and any of its Subsidiaries’ businesses. “Money Laundering” means the acquisition, possession, use, conversion, transfer or concealment of the true nature of property subject of any descriptionallegation, and legal documents voluntary disclosure, investigation, prosecution or instruments evidencing title toenforcement action related to any Anti-Corruption Laws, or interest inSanctions, such property, knowing that such property is an economic advantage from criminal offenses, for the purpose of (a) concealing or disguising the illicit origin of the property; or (b) assisting any person who is involved in the commission of the criminal offense as a result of which such property is generated, to evade the legal consequences of such actionsEx-Im Laws.

Certain Business Practices. The Company, the Company’s Subsidiaries, all current and former directors, officers, employees, agents, independent contractors and franchisees of any of the foregoing and each other Person acting on behalf of the Company or any of its Subsidiaries have complied and are in compliance, in all material respects, with all applicable requirements under (1i) Since January 1the Foreign Corrupt Practices Act, 2021as amended, none or any rules or regulations thereunder, (ii) the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention, (iii) all other international anti-bribery conventions, and (iv) all other applicable Laws relating to corruption, bribery, ethical business conduct, money laundering, political contributions, gifts and gratuities, or lawful expenses, Laws requiring the disclosure of agency relationships or commissions and anti-corruption rules of any international financial institutions with which any of them do business (collectively, the “Anti-Bribery Laws”). During the last ten years, neither the Company nor any of its Subsidiaries has received any communication alleging that the Company, any of its Subsidiaries orSubsidiaries, to the knowledge any current or former director, officer, employee or authorized agent of any of the Company, foregoing or any other Person acting on behalf of their respective directors or officers, agents or employees, in each case while engaged by the Company or any of its SubsidiariesSubsidiaries has or may have violated, has: (i) used or has or may have any funds for unlawful contributionsmaterial liability under, gifts, entertainment or other unlawful expenses related to political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns to obtain favorable treatment in securing business to obtain special concessions for the Anti-Bribery Law. The Company or and its Subsidiaries or violated any provision of the Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery Law; (iii) established or maintained any unlawful fund of monies or other assets of the Company or its Subsidiaries; (iv) made any fraudulent entry on the have retained, and continue to retain, accurate books or and records of the Company or its Subsidiaries; or (v) made any unlawful bribeand have instituted and maintain policies and procedures designed to ensure, unlawful rebateand which are reasonably expected to continue to ensure, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for the Company or its Subsidiaries. (2) To the extent required compliance by applicable Law, the Company and each of its Subsidiaries has adoptedand their respective directors, officers, employees and maintained, customary “knowagents with all applicable Anti-your-customer” and anti-Money Laundering programs and reporting procedures covering the Company’s and any of its Subsidiaries’ businesses, and have complied in all material respects with the terms of such programs and procedures for detecting and identifying Money Laundering with respect to the Company’s and any of its Subsidiaries’ businesses. “Money Laundering” means the acquisition, possession, use, conversion, transfer or concealment of the true nature of property of any description, and legal documents or instruments evidencing title to, or interest in, such property, knowing that such property is an economic advantage from criminal offenses, for the purpose of (a) concealing or disguising the illicit origin of the property; or (b) assisting any person who is involved in the commission of the criminal offense as a result of which such property is generated, to evade the legal consequences of such actionsBribery Laws.

Certain Business Practices. (1a) Since January 1Neither the Purchaser, 2021nor any Purchaser Subsidiary, none of the Company, any of its Subsidiaries ornor, to the knowledge Knowledge of the CompanyPurchaser, any of their respective directors or officersRepresentatives acting on their behalf, agents or employees, in each case while engaged by the Company or any of its Subsidiaries, has: has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related relating to political activity; , (ii) made any unlawful payment to foreign or domestic government officials or employees or employees, to foreign or domestic political parties or campaigns to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries or violated any provision of the Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery Law; 1977, (iii) established made any other unlawful payment or maintained any unlawful fund of monies or other assets of the Company or its Subsidiaries; (iv) made since June 30, 2019, directly or indirectly, given or agreed to give any fraudulent entry on the books gift or records of the Company or its Subsidiaries; or (v) made similar benefit in any unlawful bribematerial amount to any customer, unlawful rebatesupplier, unlawful payoff, unlawful influence payment, unlawful kickback governmental employee or other unlawful payment Person who is or may be in a position to help or hinder the Purchaser or any person, private Purchaser Subsidiary or public, regardless of form, whether assist it in money, property connection with any actual or services, to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for the Company or its Subsidiariesproposed transaction. (2b) To The operations of the extent required by Purchaser (including all Purchaser Subsidiaries) are and have been conducted at all times in compliance with laundering statutes in all applicable Lawjurisdictions, the Company rules and each of its Subsidiaries has adoptedregulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority, and maintained, customary “know-your-customer” and anti-Money Laundering programs and reporting procedures covering no Action involving the Company’s and Purchaser or any of its Subsidiaries’ businesses, and have complied in all material respects with the terms of such programs and procedures for detecting and identifying Money Laundering Purchaser Subsidiary with respect to the Company’s and any of the foregoing is pending or, to the Knowledge of the Purchaser, threatened. (c) None of the Purchaser or any Purchase Subsidiary or any of its Subsidiaries’ businesses. “Money Laundering” means directors or officers, or, to the acquisition, possession, use, conversion, transfer or concealment Knowledge of the true nature Purchaser, any other Representative acting on behalf of property the Purchaser or any Purchase Subsidiary, is currently identified on the specially designated nationals or other blocked person list or otherwise currently subject to any U.S. sanctions administered by the Office of any descriptionForeign Assets Control of the U.S. Treasury Department (“OFAC”), and legal documents the Purchaser or instruments evidencing title toeach Purchaser Subsidiary has not, directly or, to the Knowledge of the Purchaser, indirectly, used any funds, or interest inloaned, contributed or otherwise made available such propertyfunds to any Subsidiary, knowing that such property is an economic advantage from criminal offensesjoint venture partner or other Person, in connection with any sales or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or for the purpose of (a) concealing financing the activities of any Person currently subject to, or disguising the illicit origin of the property; or (b) assisting otherwise in violation of, any person who is involved U.S. sanctions administered by OFAC in the commission of the criminal offense as a result of which such property is generated, to evade the legal consequences of such actionslast five (5) fiscal years.

Certain Business Practices. (1a) Since January 1, 2021, none None of the CompanyParent Entities or their respective Subsidiaries, nor any of its Subsidiaries their respective directors, managers, or officers, or, to the knowledge Knowledge of Parent, any employee, agent, or representative thereof, has in the past three years offered, paid, promised to pay, or authorized the payment of any money or any other thing of value to any Person (i) with the intention of inducing improper conduct on the part of the Companyrecipient, (ii) acceptance of which would violate the policies of the recipient’s employer or cause the recipient to breach a duty owed to his or her employer, or (iii) to otherwise secure an undue or improper advantage for the Parent Entities or their respective Subsidiaries in violation of any Anti-Corruption Law. (b) None of the Parent Entities or their respective Subsidiaries, nor any of their respective directors directors, managers, or officers, agents or, to the Knowledge of Parent, any employee, agent, or employees, representative thereof in each case while engaged by the Company or any of its Subsidiaries, has: past three years (i) used any funds for unlawful contributionshas been or is a Sanctioned Person, gifts, entertainment or other unlawful expenses related to political activity; (ii) made any unlawful payment to foreign has (acting for or domestic government officials on behalf of the Parent Entities or employees their respective Subsidiaries) transacted business with or to foreign or domestic political parties or campaigns to obtain favorable treatment in securing business to obtain special concessions for the Company benefit of a Sanctioned Person or its Subsidiaries otherwise violated applicable Sanctions, or violated (iii) committed a violation of any provision applicable Ex-Im Law. (c) The operations of the Parent Entities and their respective Subsidiaries have been and are conducted in compliance with applicable Anti-Money Laundering Laws, including any financial recordkeeping and reporting requirements, and the Parent Entities’ books and records fairly and accurately reflect, in reasonable detail, their transactions and disposition of assets consistent with the requirements of the U.S. Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery Law; (iii) established or maintained any unlawful fund of monies or other assets of the Company or its Subsidiaries; (iv) made any fraudulent entry on the books or records of the Company or its Subsidiaries; or (v) made any unlawful bribe1977, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for the Company or its Subsidiariesas amended. (2d) To the extent required by applicable LawKnowledge of Parent, none of the Parent Entities or their respective Subsidiaries has been, in the last three years, the Company and each of its Subsidiaries has adopted, and maintained, customary “know-your-customer” and anti-Money Laundering programs and reporting procedures covering the Company’s and any of its Subsidiaries’ businesses, and have complied in all material respects with the terms of such programs and procedures for detecting and identifying Money Laundering with respect to the Company’s and any of its Subsidiaries’ businesses. “Money Laundering” means the acquisition, possession, use, conversion, transfer or concealment of the true nature of property subject of any descriptionallegation, and legal documents voluntary disclosure, investigation, prosecution or instruments evidencing title toenforcement action related to any Anti-Corruption Laws, or interest inSanctions, such property, knowing that such property is an economic advantage from criminal offenses, for the purpose of (a) concealing or disguising the illicit origin of the property; or (b) assisting any person who is involved in the commission of the criminal offense as a result of which such property is generated, to evade the legal consequences of such actionsEx-Im Laws.

Certain Business Practices. (1) Since Except as, individually or in the aggregate, has not been or would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, since January 1, 20212022, none of neither the CompanyCompany nor any Company Subsidiary nor, any of its Subsidiaries director or officer, or, to the knowledge Company’s knowledge, other agent or Person acting on behalf of the Company, any of their respective directors or officers, agents or employees, in each case while engaged by the Company or any Company Subsidiary has, directly or indirectly (a) violated or taken any action that could potentially result in a violation of its Subsidiaries, has: (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries or violated any provision of the Foreign Corrupt Practices Act of 1977 1977, as amended, the UK Bribery Act of 2010 or its predecessor laws, or any other Legal Requirements concerning corrupt payments (collectively, the “Anti-Corruption Laws”) applicable anti-corruption to the Company or anti-bribery Lawany Company Subsidiary or (b) (i) used, offered to use or authorized the use of any funds of the Company or a Company Subsidiary for unlawful contributions, unlawful gifts or unlawful entertainment, or for other unlawful payments, related to political activity or otherwise; (ii) made, offered to make or authorized any unlawful payment from funds of the Company or any Company Subsidiary to foreign or domestic Government Officials or to foreign or domestic political parties or campaigns; (iii) established or maintained any unlawful fund of monies or other unlawful pool of assets of the Company or its Subsidiariesany Company Subsidiary; (iv) made any fraudulent entry on the books or records of the Company or its Subsidiariesany Company Subsidiary; or (v) made made, offered to make or authorized any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any personPerson, private or public, regardless of in any form, whether ; or (vi) engaged in money, or facilitated any transaction or dealing in property or servicesinterests in property of a Prohibited Person, received funds, goods or services from or made any contribution of funds, goods or services to or for the benefit of a Prohibited Person, or otherwise engaged in or facilitated any transactions with, any Prohibited Person. Neither the Company nor any Company Subsidiary is or within the past five years has (i) been, to obtain favorable treatment in securing business the knowledge of the Company, under investigation by any Governmental Entity for any potential or actual violation of any Anti-Corruption Laws or (ii) received any written notice from any Governmental Entity regarding any potential or actual violation of, or potential or actual failure to obtain special concessions for comply with, any Anti-Corruption Laws. Since January 1, 2022, neither the Company nor any Company Subsidiary has made any disclosure (voluntary or its Subsidiaries, otherwise) to pay for favorable treatment for business secured or to pay for special concessions already obtained for the Company or its Subsidiaries. (2) To the extent required by applicable Law, the Company and each of its Subsidiaries has adopted, and maintained, customary “know-your-customer” and anti-Money Laundering programs and reporting procedures covering the Company’s and any of its Subsidiaries’ businesses, and have complied in all material respects with the terms of such programs and procedures for detecting and identifying Money Laundering Governmental Entity with respect to the Company’s and any of its Subsidiaries’ businesses. “Money Laundering” means the acquisition, possession, use, conversion, transfer potential violation or concealment of the true nature of property of liability arising under or relating to any description, and legal documents or instruments evidencing title to, or interest in, such property, knowing that such property is an economic advantage from criminal offenses, for the purpose of (a) concealing or disguising the illicit origin of the property; or (b) assisting any person who is involved in the commission of the criminal offense as a result of which such property is generated, to evade the legal consequences of such actionsAnti-Corruption Laws.

Certain Business Practices. (1a) Since January 1Neither the Purchaser, 2021nor any Purchaser Subsidiary, none of the Company, any of its Subsidiaries ornor, to the knowledge Knowledge of the CompanyPurchaser, any of their respective directors or officersRepresentatives acting on their behalf, agents or employees, in each case while engaged by the Company or any of its Subsidiaries, has: has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related relating to political activity; , (ii) made any unlawful payment to foreign or domestic government officials or employees or employees, to foreign or domestic political parties or campaigns to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries or violated any provision of the Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery Law; 1977, (iii) established made any other unlawful payment or maintained any unlawful fund of monies or other assets of the Company or its Subsidiaries; (iv) made since January 1, 2015, directly or indirectly, given or agreed to give any fraudulent entry on the books gift or records of the Company or its Subsidiaries; or (v) made similar benefit in any unlawful bribematerial amount to any customer, unlawful rebatesupplier, unlawful payoff, unlawful influence payment, unlawful kickback governmental employee or other unlawful payment Person who is or may be in a position to help or hinder the Purchaser or any person, private Purchaser Subsidiary or public, regardless of form, whether assist it in money, property connection with any actual or services, to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for the Company or its Subsidiariesproposed transaction. (2b) To The operations of the extent required by Purchaser (including all Purchaser Subsidiaries) are and have been conducted at all times in compliance with laundering statutes in all applicable Lawjurisdictions, the Company rules and each of its Subsidiaries has adoptedregulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority, and maintained, customary “know-your-customer” and anti-Money Laundering programs and reporting procedures covering no Action involving the Company’s and Purchaser or any of its Subsidiaries’ businesses, and have complied in all material respects with the terms of such programs and procedures for detecting and identifying Money Laundering Purchaser Subsidiary with respect to the Company’s and any of the foregoing is pending or, to the Knowledge of the Purchaser, threatened. (c) None of the Purchaser or any Purchase Subsidiary or any of its Subsidiaries’ businesses. “Money Laundering” means directors or officers, or, to the acquisition, possession, use, conversion, transfer or concealment Knowledge of the true nature Purchaser, any other Representative acting on behalf of property the Purchaser or any Purchase Subsidiary, is currently identified on the specially designated nationals or other blocked person list or otherwise currently subject to any U.S. sanctions administered by the Office of any descriptionForeign Assets Control of the U.S. Treasury Department (“OFAC”), and legal documents the Purchaser or instruments evidencing title toeach Purchaser Subsidiary has not, directly or, to the Knowledge of the Purchaser, indirectly, used any funds, or interest inloaned, contributed or otherwise made available such propertyfunds to any Subsidiary, knowing that such property is an economic advantage from criminal offensesjoint venture partner or other Person, in connection with any sales or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or for the purpose of (a) concealing financing the activities of any Person currently subject to, or disguising the illicit origin of the property; or (b) assisting otherwise in violation of, any person who is involved U.S. sanctions administered by OFAC in the commission of the criminal offense as a result of which such property is generated, to evade the legal consequences of such actionslast five (5) fiscal years.

Certain Business Practices. (1a) Since January 1, 2021, none None of the Company, any of its the Company Subsidiaries, to Parent’s or the Company’s Knowledge, any of their directors, officers, employees or agents, or Parent, or to Parent’s Knowledge, any of Parent’s Affiliates acting on behalf of the Company or any of the Company Subsidiaries, has, directly or indirectly, (i) made, authorized or offered any contribution, payment or gift of funds or property to any official, employee or agent of any Governmental Entity or (ii) made any contribution to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment or gift was, is or would be prohibited under any applicable anti-bribery or anti-corruption Law of any relevant jurisdiction covering a similar subject matter as in effect on or prior to the Closing applicable to the Company or any of the Company Subsidiaries or their respective operations. (b) None of the Company or any of the Company Subsidiaries and to Parent’s and the Company’s Knowledge, none of their directors, officers, employees or agents, or Parent or any of their Affiliates acting on behalf of the Company or any of the Company Subsidiaries, is aware of or has taken any action, directly or indirectly, that would result in a violation of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (“FCPA”), including, without limitation, any action in furtherance of any offer, payment, promise to pay or authorization of the payment of any money or other property, or offer, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of FCPA, and the Company and the Company Subsidiaries and, to Parent’s Knowledge, the Company and the Company Subsidiaries have conducted their respective businesses in compliance with FCPA. (c) To Parent’s and the Company’s Knowledge, the operations of the Company and the Company Subsidiaries are and have been at all times since April 1, 2008 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 statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, “Money Laundering Laws”), and no action, suit or proceeding by or before any Governmental Entity or any arbitrator involving the Company or any of the Company Subsidiaries with respect to the Money Laundering Laws is pending or, to Parent’s or the Company’s Knowledge, threatened. (d) None of the Company or any of the Company Subsidiaries or, to the knowledge of Parent’s or the Company’s Knowledge, any Representatives or Affiliates of their respective directors or officers, agents or employees, in each case while engaged by the Company or any Company Subsidiary is in violation of its Subsidiaries, has: (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns to obtain favorable treatment in securing business to obtain special concessions for U.S. sanctions administered by the Company or its Subsidiaries or violated any provision Office of Foreign Assets Control of the Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery Law; (iii) established or maintained any unlawful fund of monies or other assets of the Company or its Subsidiaries; (iv) made any fraudulent entry on the books or records of the Company or its Subsidiaries; or (v) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for the Company or its SubsidiariesU.S. Treasury Department. (2) To the extent required by applicable Law, the Company and each of its Subsidiaries has adopted, and maintained, customary “know-your-customer” and anti-Money Laundering programs and reporting procedures covering the Company’s and any of its Subsidiaries’ businesses, and have complied in all material respects with the terms of such programs and procedures for detecting and identifying Money Laundering with respect to the Company’s and any of its Subsidiaries’ businesses. “Money Laundering” means the acquisition, possession, use, conversion, transfer or concealment of the true nature of property of any description, and legal documents or instruments evidencing title to, or interest in, such property, knowing that such property is an economic advantage from criminal offenses, for the purpose of (a) concealing or disguising the illicit origin of the property; or (b) assisting any person who is involved in the commission of the criminal offense as a result of which such property is generated, to evade the legal consequences of such actions.

Certain Business Practices. (1a) Since January 1SPAC and OpCo, 2021their respective managers, none of the Companyofficers and directors, any of its Subsidiaries or, and to the knowledge of SPAC, any agents or other third-party representatives to the Companyextent they act on behalf of SPAC or OpCo, are currently, and since the respective date of formation of SPAC or OpCo (as applicable) have been, in compliance with all applicable Anti-Corruption Laws, and since the respective date of formation of SPAC or OpCo (as applicable), none of SPAC or OpCo, any of their respective managers, officers or directors or officersto the knowledge of SPAC, agents or employees, in each case while engaged by the Company or any of its Subsidiariestheir respective agents, has: (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, including to any person running for federal or state office; (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries or violated any provision of the Foreign Corrupt Practices Act of 1977 or any other applicable antiAnti-corruption or anti-bribery Corruption Law; or (iii) established or maintained made any unlawful fund payment in the nature of monies criminal bribery. (b) SPAC and OpCo, their respective managers, officers and directors, and to the knowledge of SPAC, any agents or other assets third-party representatives acting on behalf of SPAC or OpCo, are currently, and since the Company respective date of formation of SPAC or its SubsidiariesOpCo (as applicable) have been, in compliance with all applicable Sanctions and Ex-Im Laws. Since the respective date of formation of SPAC or OpCo (as applicable), none of SPAC or OpCo, their respective managers, officers and directors, or to the knowledge of SPAC, any of their respective agents (i) is or has been a Sanctioned Person; (ivii) made has transacted business with or for the benefit of any fraudulent entry on the books Sanctioned Person or records of the Company or its Subsidiarieshas otherwise violated applicable Sanctions; or (viii) made has violated any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for the Company or its SubsidiariesEx-Im Laws. (2c) To the extent required by applicable Law, the Company and each of its Subsidiaries has adoptedThere are no, and maintainedsince the respective date of formation of SPAC or OpCo (as applicable), customary “know-your-customer” and anti-Money Laundering programs and reporting procedures covering the Company’s and there have not been, any of its Subsidiaries’ businessesinternal or external investigations, and have complied in all material respects with the terms of such programs and procedures for detecting and identifying Money Laundering audits, actions or proceedings pending, or any voluntary or involuntary disclosures made to a Governmental Authority, with respect to the Company’s and any apparent or suspected violation by SPAC or OpCo, or any of its Subsidiaries’ businesses. “Money Laundering” means the acquisitiontheir respective officers, possessiondirectors or agents with respect to any applicable Anti-Corruption Laws, use, conversion, transfer or concealment of the true nature of property of any description, and legal documents or instruments evidencing title toSanctions, or interest in, such property, knowing that such property is an economic advantage from criminal offenses, for the purpose of (a) concealing or disguising the illicit origin of the property; or (b) assisting any person who is involved in the commission of the criminal offense as a result of which such property is generated, to evade the legal consequences of such actionsEx-Im Laws.

Certain Business Practices. (1a) Since January 1None of the Sellers, 2021, none the Company nor any of the Company’s Subsidiaries, any of its Subsidiaries or, nor to the knowledge of the Company’s Knowledge, any of their respective directors or officers, agents or employeesemployees has, in each case while engaged by the Company directly or any of its Subsidiariesindirectly, has: (ia) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity; , (iib) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries or violated any provision of the Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption Person who was, is or anti-bribery Law; (iii) established may be in a position to help or maintained any unlawful fund of monies or other assets of the Company or its Subsidiaries; (iv) made any fraudulent entry on the books or records of the Company or its Subsidiaries; or (v) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for hinder the Company or its Subsidiaries, to pay (c) made any contributions, payments or gifts constituting criminal bribery, (d) accepted or received any illegal contributions, payments or gifts, (e) established or maintained any unrecorded fund or asset or made any false entries on any books or records for favorable treatment for business secured any purpose, or to pay for special concessions already obtained for (f) engaged in price fixing, bid rigging or any other anticompetitive activity. Neither the Company or its Subsidiaries. (2) To the extent required by applicable Law, the Company and each nor any of its Subsidiaries has adoptedviolated any code of conduct, and maintainedbid procedures, customary “know-your-customer” and anti-Money Laundering programs and reporting procedures covering corporate policy or other similar requirement imposed upon the Company or any of its Subsidiaries by any of the Company’s or its Subsidiaries’ customers, vendors or suppliers, whether imposed by Contract or otherwise. (b) The Company and its Subsidiaries are, and since January 1, 2016 have been, in compliance in all material respects with all applicable Laws concerning (i) the ethical conduct of international business activities, (ii) the importation of merchandise as well as antidumping and countervailing duties, including to those administered by the U.S. Customs and Border Protection, and (iii) the exportation, re-exportation, or re-transfer of goods, services, technology, technical data, materials, software, and other items and with all U.S. trade sanctions and embargo Laws, including the International Traffic in Arms Regulations (“ITAR”), the U.S. Export Administration Regulations, and the sanctions and embargoes administered by the Office of Foreign Assets Control. Neither the Company nor its Subsidiaries is, or is required by applicable Law to be, registered with ITAR. Neither the Company or any of its Subsidiaries produce, design, test, manufacture, fabricate or develop items that are classified as other than EAR99 in accordance with the Commerce Control List under the U.S. Export Administration Regulations. Neither the Company nor any of its Subsidiaries produces, designs, tests, manufactures, fabricates or develops a critical technology that is (x) utilized in connection with the Company’s or any of its Subsidiaries’ businesses, and have complied activity in all material respects with the terms of such programs and procedures for detecting and identifying Money Laundering with respect to the Company’s and any of its Subsidiaries’ businesses. “Money Laundering” means the acquisition, possession, use, conversion, transfer one or concealment of the true nature of property of any description, and legal documents or instruments evidencing title tomore pilot program industries, or interest in(y) designed specifically for use in one or more pilot program industries, such property, knowing that such property is an economic advantage from criminal offenses, for the purpose of (a) concealing or disguising the illicit origin of the property; or (b) assisting any person who is involved in the commission of the criminal offense as a result of which such property is generated, to evade the legal consequences of such actionsthese terms are defined at 31 CFR Parts 800 and 801.

Certain Business Practices. (1) Since January 1, 2021, none 2018: (a) None of the Company, any of its Subsidiaries orCompany Subsidiary, or to the knowledge of the Company, any of their respective directors or directors, officers, agents employees or employees, in each case while engaged by the Company or any of its Subsidiariesagents, has: (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries or violated any provision of the Foreign Corrupt Practices Act of 1977 or any other applicable antiAnti-corruption or anti-bribery Corruption Law; or (iii) established made any payment in the nature of criminal bribery. (b) None of the Company, any Company Subsidiary, or maintained to the knowledge of the Company, any unlawful fund of monies their respective directors, officers or other assets employees, independent contractors or agents: (i) is or has been a Sanctioned Person; (ii) has transacted business with or for the benefit of any Sanctioned Person unless duly authorized to do so or has otherwise violated applicable Sanctions; or (iii) has violated any Ex-Im Laws. (c) The operations of the Company and any Company Subsidiary is and has been conducted at all times in material compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, and any other Anti-Money Laundering Laws in any other jurisdiction. Except as would not be material to the Company and the Company Subsidiaries, taken as a whole, no action, suit or its Subsidiaries; (iv) made any fraudulent entry on the books or records of proceeding involving the Company or its Subsidiaries; any Company Subsidiary with respect to the Anti-Money Laundering Laws is pending or (v) made threatened by or before any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment Governmental Authority. Except as would not be material to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for the Company or its and the Company Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for the Company or its Subsidiaries. (2) To the extent required by applicable Lawtaken as a whole, the Company and each all Company Subsidiaries have maintained an adequate system or systems of its Subsidiaries has adopted, and maintained, customary “know-your-customer” and antiinternal control reasonably designed to ensure compliance with Anti-Money Laundering programs Laws and reporting procedures covering the Company’s prevent and detect violations of any of its Subsidiaries’ businesses, and have complied in all material respects with the terms of such programs and procedures for detecting and identifying Anti-Money Laundering Laws. (d) There are no and there have not been, any internal or external investigations, audits, actions or proceedings pending, or any voluntary or involuntary disclosures made to a Governmental Authority, with respect to any apparent or suspected violation by the Company’s and , any Company Subsidiary, or, to the knowledge of the Company, any of its Subsidiaries’ businesses. “Money Laundering” means the acquisitiontheir respective officers, possessiondirectors, useemployees or agents with respect to any Anti-Corruption Laws, conversion, transfer or concealment of the true nature of property of any description, and legal documents or instruments evidencing title toSanctions, or interest in, such property, knowing that such property is an economic advantage from criminal offenses, for the purpose of (a) concealing or disguising the illicit origin of the property; or (b) assisting any person who is involved in the commission of the criminal offense as a result of which such property is generated, to evade the legal consequences of such actionsEx-Im Laws.

Certain Business Practices. (1a) Since January 1Neither Purchaser nor its Subsidiaries, 2021, none of the Company, nor any of its Subsidiaries their respective directors, managers, or officers or, to the knowledge Knowledge of Purchaser, any employee, agent, or representative thereof, has in the past three years offered, paid, promised to pay, or authorized the payment of any money or any other thing of value to any Person (i) with the intention of inducing improper conduct on the part of the Companyrecipient, (ii) acceptance of which would violate the policies of the recipient’s employer or cause the recipient to breach a duty owed to his or her employer, or (iii) to otherwise secure an undue or improper advantage for Purchaser or its Subsidiaries in violation of any Anti-Corruption Law. (b) Neither Purchaser nor its Subsidiaries, nor any of their respective directors directors, managers, or officersofficers or, agents to the Knowledge of Purchaser, any employee, agent, or employees, representative thereof in each case while engaged by the Company or any of its Subsidiaries, has: past three years (i) used any funds for unlawful contributionshas been or is a Sanctioned Person, gifts, entertainment or other unlawful expenses related to political activity; (ii) made any unlawful payment to foreign has (acting for or domestic government officials on behalf of Purchaser or employees its Subsidiaries) transacted business with or to foreign or domestic political parties or campaigns to obtain favorable treatment in securing business to obtain special concessions for the Company benefit of a Sanctioned Person or otherwise violated applicable Sanctions, or (iii) violated any applicable Ex-Im Law. (c) The operations of Purchaser and its Subsidiaries or violated have been and are conducted in compliance with applicable Anti-Money Laundering Laws, including any provision financial recordkeeping and reporting requirements, and Purchaser’s books and records fairly and accurately reflect, in reasonable detail, their transactions and disposition of assets consistent with the requirements of the U.S. Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery Law; (iii) established or maintained any unlawful fund of monies or other assets of the Company or its Subsidiaries; (iv) made any fraudulent entry on the books or records of the Company or its Subsidiaries; or (v) made any unlawful bribe1977, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for the Company or its Subsidiariesas amended. (2d) To the extent required by applicable LawKnowledge of Purchaser, the Company and each of neither Purchaser nor its Subsidiaries has adoptedbeen, and maintainedin the last three years, customary “know-your-customer” and anti-Money Laundering programs and reporting procedures covering the Company’s and any of its Subsidiaries’ businesses, and have complied in all material respects with the terms of such programs and procedures for detecting and identifying Money Laundering with respect to the Company’s and any of its Subsidiaries’ businesses. “Money Laundering” means the acquisition, possession, use, conversion, transfer or concealment of the true nature of property subject of any descriptionallegation, and legal documents or instruments evidencing title tovoluntary disclosure, investigation, prosecution, or interest inenforcement action related to any Anti-Corruption Laws, such propertySanctions, knowing that such property is an economic advantage from criminal offenses, for the purpose of (a) concealing or disguising the illicit origin of the property; or (b) assisting any person who is involved in the commission of the criminal offense as a result of which such property is generated, to evade the legal consequences of such actionsEx-Im Laws.

Certain Business Practices. (1) Since January 1, 20212019, none of neither the CompanyCompany nor any Company Subsidiary, nor any of its Subsidiaries director or officer or, to the knowledge of the Company, any employee, agent or other person acting on behalf of their respective directors or officers, agents or employees, in each case while engaged by the Company or any Company Subsidiary has, directly or indirectly, (a) violated or taken any action that would result in a violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act of 2010 or its Subsidiariespredecessor laws, has: or any other Legal Requirements concerning corrupt payments applicable to the Company or any Company Subsidiary (collectively, the “Anti-Corruption Laws”) or (b) (i) used used, offered to use or authorized the use of any funds of the Company or a Company Subsidiary for unlawful contributions, giftsunlawful gifts or unlawful entertainment, entertainment or for other unlawful expenses payments, related to political activityactivity or otherwise; (ii) made made, offered to make or authorized any unlawful payment to foreign or domestic government officials Government Officials or employees or to foreign or domestic political parties or campaigns to obtain favorable treatment in securing business to obtain special concessions for from funds of the Company or its Subsidiaries or violated any provision of the Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery LawCompany Subsidiary; (iii) established or maintained any unlawful fund of monies or other assets of the Company or its Subsidiariesany Company Subsidiary; (iv) made any fraudulent inaccurate entry on the books or records of the Company or its Subsidiariesany Company Subsidiary; or (v) made made, offered to make or authorized any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of in any form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for . Neither the Company nor any Company Subsidiary is or its Subsidiarieswithin the past three (3) years has been (i) to the knowledge of the Company, under external or internal investigation by any Governmental Entity for any potential or actual violation of any AntiCorruption Laws or (ii) has received any written or other notice from any Governmental Entity regarding any potential or actual violation of, or failure to pay for favorable treatment for business secured or to pay for special concessions already obtained for comply with, any AntiCorruption Laws. Since January 1, 2019, neither the Company nor any Company Subsidiary has made any disclosure (voluntary or its Subsidiaries. (2otherwise) To the extent required by applicable Law, the Company and each of its Subsidiaries has adopted, and maintained, customary “know-your-customer” and anti-Money Laundering programs and reporting procedures covering the Company’s and to any of its Subsidiaries’ businesses, and have complied in all material respects with the terms of such programs and procedures for detecting and identifying Money Laundering Governmental Entity with respect to the Company’s and any of its Subsidiaries’ businesses. “Money Laundering” means the acquisitionalleged irregularity, possession, use, conversion, transfer misstatement or concealment of the true nature of property of omission or other violation or liability arising under or relating to any description, and legal documents or instruments evidencing title to, or interest in, such property, knowing that such property is an economic advantage from criminal offenses, for the purpose of (a) concealing or disguising the illicit origin of the property; or (b) assisting any person who is involved in the commission of the criminal offense as a result of which such property is generated, to evade the legal consequences of such actionspotential Anti-Corruption Laws.

Certain Business Practices. (1a) Since January 1, 2021, none the date of the Company’s formation, any of its Subsidiaries or, to the knowledge of the Company, any of their respective directors or officers, agents or employees, in each case while engaged by neither the Company or nor any of its Subsidiaries, has: nor any of their respective directors, officers or employees, nor their agents or other third parties (i) used any funds for unlawful contributions, gifts, entertainment is or other unlawful expenses related to political activityhas been a Sanctioned Person; (ii) made any unlawful payment to foreign has transacted business with or domestic government officials or employees or to foreign or domestic political parties or campaigns to obtain favorable treatment in securing business to obtain special concessions for the Company benefit of any Sanctioned Person in violation of Sanctions or its Subsidiaries or has otherwise violated any provision of the Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery Law; (iii) established or maintained any unlawful fund of monies or other assets Sanctions while acting on behalf of the Company or its Subsidiariesany Subsidiary of the Company; or (iviii) made has violated any fraudulent entry Ex-Im Laws while acting on the books or records behalf of the Company or its Subsidiaries; or (v) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless Subsidiary of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for the Company or its SubsidiariesCompany. (2b) To Since the extent required by applicable Lawdate of the Company’s formation, the Company and each of its Subsidiaries Company Subsidiary has adoptedadopted and maintained adequate policies, procedures, and maintained, customary “know-your-customer” and anti-Money Laundering programs and reporting procedures covering controls reasonably designed to promote the Company’s and any of its Subsidiaries’ businessescompliance with all Anti-Corruption Laws, Ex-Im Laws and have complied in all material respects with Sanctions. (c) Since the terms date of such programs and procedures for detecting and identifying Money Laundering with respect to the Company’s formation, the Company and each Subsidiary has maintained accounting and financial controls adequate to ensure that: (i) all payments and activities have been accurately recorded in the books, records and accounts of the Company and its Subsidiaries; (ii) there have been no false, inaccurate, misleading, or incomplete entries made in the books, records, and accounts of the Company and its Subsidiaries; and (iii) the Company and its Subsidiaries have not established or maintained any secret or unrecorded funds or accounts. The books, records, and accounts of the Company and its Subsidiaries accurately reflect in reasonable detail the character and amount of all transactions, and the Company and its Subsidiaries have not had or maintained any bank or other financial account that is not or was not accurately disclosed in their books, records, and accounts. (d) Since the date of the Company’s formation, neither the Company nor any Company Subsidiary, nor any of its Subsidiaries’ businesses. “Money Laundering” means their respective directors, officers or employees, nor their agents or other third parties, (i) has undergone and is not currently undergoing any review, investigation, inspection, or examination of records relating to compliance with Anti-Corruption Laws, Ex-Im Laws or Sanctions; (ii) has been, is now under, or has received any communication regarding any actual or potential administrative, civil, or criminal investigation, prosecution, or indictment; and (iii) is not party to any actions involving alleged false statements, false claims, or other improprieties relating to compliance with Anti-Corruption Laws, Ex-Im Laws or Sanctions. (e) Since the acquisition, possession, use, conversion, transfer or concealment date of the true nature of property Company’s formation, neither the U.S. government nor any other Governmental Authority, nor any other entity or person, has notified the Company or any Company Subsidiary of any descriptionactual or alleged violations or breaches of Anti-Corruption Laws, Ex-Im Laws, Sanctions or applicable Laws that prohibit fraud, money laundering, or other improper payments, and legal documents neither the Company nor any Company Subsidiary has made any voluntary or instruments evidencing title to, or interest in, such property, knowing that such property is an economic advantage from criminal offenses, for the purpose of (a) concealing or disguising the illicit origin of the property; or (b) assisting any person who is involved in the commission of the criminal offense as involuntary disclosures to a result of which such property is generated, to evade the legal consequences of such actionsGovernment Authority.

Certain Business Practices. (1) Since January 1Each of the Acquired Companies is and has been in compliance with all Anti-Corruption Laws, 2021and no Acquired Company has received any written communication from any Governmental Body that alleges that any Acquired Company, none or any Company Service Providers, is or may be in violation of, or has, or may have, any liability under, any Anti-Corruption Laws, and no such potential violation of Anti-Corruption Laws has been discovered by or brought to the attention of any Acquired Company since December 31, 2015. No Acquired Company has made or anticipates making any disclosures to any Governmental Body for potential violations of Anti-Corruption Laws. None of the Acquired Companies’ current or former directors, officers or employees or, to the Knowledge of the Company, any other Company Service Providers is currently an officer, agent or employee of its Subsidiaries ora Governmental Body. Each Acquired Company, and, to the knowledge Knowledge of the Company, any each representative of their respective directors or officersthe Acquired Companies acting on behalf of an Acquired Company, agents or employeesincluding each Company Service Provider, in each case while engaged by the Company or any of its Subsidiaries, has: (ia) has not used and is not using any funds for any unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses related to political activityexpenses; (iib) has not made any direct or indirect unlawful payment payments to any foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries or violated any provision of the Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery LawGovernment Official; (iiic) has not violated and is not violating any Anti-Corruption Laws; (d) has not established or maintained maintained, and is not maintaining, any unlawful or unrecorded fund of monies or other assets of the Company or its Subsidiariesproperties; (ive) made has not made, and is not making, any fraudulent entry false or fictitious entries on the its accounting books or records of the Company or its Subsidiariesand records; or (vf) made has not made, and is not making, any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment of any nature, and has not paid, and is not paying, any fee, commission or other payment that has not been properly recorded on its accounting books and records as required by the Anti-Corruption Laws; and (g) has not otherwise given or received anything of value to or from a Government Official, an intermediary for payment to any personindividual including Government Officials, private any political party or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for the Company or its Subsidiaries. (2) To the extent required by applicable Law, the Company and each of its Subsidiaries has adopted, and maintained, customary “know-your-customer” and anti-Money Laundering programs and reporting procedures covering the Company’s and any of its Subsidiaries’ businesses, and have complied in all material respects with the terms of such programs and procedures for detecting and identifying Money Laundering with respect to the Company’s and any of its Subsidiaries’ businesses. “Money Laundering” means the acquisition, possession, use, conversion, transfer or concealment of the true nature of property of any description, and legal documents or instruments evidencing title to, or interest in, such property, knowing that such property is an economic advantage from criminal offenses, customer for the purpose of (a) concealing obtaining or disguising the illicit origin of the property; or (b) assisting any person who is involved in the commission of the criminal offense as a result of which such property is generated, to evade the legal consequences of such actionsretaining business.

Certain Business Practices. (1) Since January 1, 2021, none of the Company, any of its Subsidiaries or, to To the knowledge of the Company, since January 1, 2017, no Acquired Company and no director, officer, employee or agent of any of their respective directors or officers, agents or employees, Acquired Company (in each case while engaged by case, acting on behalf or at the Company or direction of any of its Subsidiaries, has: Acquired Company) has (ia) used any funds for unlawful contributions, giftsgifts or entertainment, entertainment or for other unlawful expenses expenses, related to political activity; (iib) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns to obtain favorable treatment in securing business to obtain special concessions for the Company campaigns; or its Subsidiaries or (c) otherwise violated any provision of the Bribery Legislation or any other Legal Requirements concerning corrupt payments applicable to the Acquired Companies. Since January 1, 2017, no Acquired Company has, in connection with or relating to the business of any Acquired Company, received written notice from or made a voluntary disclosure to any Governmental Entity regarding any actual or potential violation of Bribery Legislation, or, to the knowledge of the Company, has been under administrative, civil, or criminal investigation, indictment, or audit (other than a routine contractual audit) concerning any actual or potential violation of Bribery Legislation. For purposes of this Agreement, “Bribery Legislation” shall mean all and any of the following: the Foreign Corrupt Practices Act of 1977 1977, as amended; the Organization For Economic Co-operation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and related implementing legislation; the relevant common law or legislation in England and Wales relating to bribery and/or corruption, including, the Public Bodies Corrupt Practices Axx 0000; the Prevention of Corruption Act 1906 as supplemented by the Prevention of Corruption Axx 0000 and the Anti-Terrorism, Crime and Security Axx 0000; the Bxxxxxx Xxx 0000; the Proceeds of Crime Axx 0000; and any other applicable anti-corruption bribery or anti-bribery Law; (iii) established or maintained corruption related provisions in criminal and anti-competition laws and/or anti-bribery, anti-corruption and/or anti-money laundering laws of any unlawful fund of monies or other assets of jurisdiction in which the Company or its Subsidiaries; (iv) made any fraudulent entry on the books or records of the Company or its Subsidiaries; or (v) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for the Company or its Subsidiaries. (2) To the extent required by applicable Law, the Company and each of its Subsidiaries has adopted, and maintained, customary “know-your-customer” and anti-Money Laundering programs and reporting procedures covering the Company’s and any of its Subsidiaries’ businesses, and have complied in all material respects with the terms of such programs and procedures for detecting and identifying Money Laundering with respect to the Company’s and any of its Subsidiaries’ businesses. “Money Laundering” means the acquisition, possession, use, conversion, transfer or concealment of the true nature of property of any description, and legal documents or instruments evidencing title to, or interest in, such property, knowing that such property is an economic advantage from criminal offenses, for the purpose of (a) concealing or disguising the illicit origin of the property; or (b) assisting any person who is involved in the commission of the criminal offense as a result of which such property is generated, to evade the legal consequences of such actionsoperates.

Certain Business Practices. (1a) Since January 1, 20212018, none of the Company, Company nor any of its Subsidiaries orSubsidiaries, nor any of their respective officers, directors or employees, nor to the knowledge Knowledge of the Company, any of their respective directors or officers, agents or employees, in each case while engaged by the Company or any of its SubsidiariesRepresentatives acting on their behalf, has: (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related relating to political activity; (ii) made any unlawful payment or unlawfully given, offered, promised, or authorized or agreed to give, any money or thing of value, directly or indirectly, to foreign or domestic government officials Government Officials or employees or to foreign or domestic political parties or campaigns to obtain favorable treatment in securing business to obtain special concessions for the Company campaigns; or its Subsidiaries or (iii) violated any provision of the Foreign Corrupt Practices Act of 1977 1977, as amended, the UK Bribery Act of 2010, or any other applicable antilaws, Orders, rules, or regulations thereunder, or any comparable foreign law or statute relating to the prevention of corruption and bribery (collectively, “Anti-corruption Corruption Laws”). The Company and its Subsidiaries have maintained in all material respects complete and accurate records of payments to any agents, consultants, representatives, third parties and Government Officials. (b) None of the Company nor any of its Subsidiaries, nor any of their respective officers, directors or anti-bribery Law; employees, nor to the Knowledge of the Company, any of their Representatives acting on their behalf, is currently, or has since January 1, 2018 been: (i) a Sanctioned Person, (ii) organized or ordinarily resident in a Sanctioned Country, (iii) established or maintained engaging in any unlawful fund dealings or transactions with or for the benefit of monies any Sanctioned Person or other assets in any Sanctioned Country, (iv) engaging in any export, reexport, transfer or provision of any goods, software, technology, data or service without, or exceeding the scope of any licenses or authorizations under all applicable Ex-Im Laws, or (v) otherwise in violation of applicable Sanctions Laws, Ex-Im Laws, or the anti-boycott laws administered by the U.S. Department of Commerce and the U.S. Department of Treasury’s Internal Revenue Service (collectively, “Trade Control Laws”). (c) The Company and its Subsidiaries have implemented and maintain in effect written policies, procedures and internal controls, including an internal accounting controls system, that are reasonably designed to prevent, deter and detect violations of applicable Anti-Corruption Laws and Trade Control Laws. During the five years prior to the date hereof, none of the Company nor any of its Subsidiaries has, in connection with or relating to the business of the Company or its Subsidiaries; (iv) made any fraudulent entry on the books or records of the Company or its Subsidiaries; or (v) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for the Company or its Subsidiaries. (2) To the extent required by applicable Law, the Company and each of its Subsidiaries has adopted, and maintained, customary “know-your-customer” and anti-Money Laundering programs and reporting procedures covering the Company’s and any of its Subsidiaries’ businesses, and have complied in all material respects with the terms of such programs and procedures for detecting and identifying Money Laundering with respect to the Company’s and received from any of its Subsidiaries’ businesses. “Money Laundering” means the acquisitionGovernmental Authority or any other Person any notice, possession, use, conversion, transfer or concealment of the true nature of property of any description, and legal documents or instruments evidencing title toinquiry, or interest in, such property, knowing that such property is an economic advantage from criminal offenses, for the purpose of (a) concealing internal or disguising the illicit origin of the propertyexternal allegation; made any voluntary or involuntary disclosure to a Governmental Authority; or (b) assisting conducted any person who is involved in the commission of the criminal offense as a result of which such property is generated, internal investigation or audit concerning any actual or potential violation or wrongdoing related to evade the legal consequences of such actionsAnti-Corruption Laws or Trade Control Laws.

Certain Business Practices. (1a) Since January 1, 2021, none of the No ParagonEx Target Company, any of its Subsidiaries or, to the knowledge of the Company, nor any of their respective directors Representatives acting on their behalf has, since the inception of the ParagonEx or officersthe applicable Subsidiary, agents directly or employeesindirectly, in each case while engaged by the Company or any of its Subsidiaries, has: (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related relating to political activity; , or (ii) made unlawfully offered, made, promised or authorized the giving of any unlawful payment or anything of value to foreign or domestic government officials or employees or employees, to foreign or domestic political parties or campaigns to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries or violated any provision of the Foreign Corrupt Practices Act of 1977 1977, the U.K. Bribery Act of 2010, Sections 291 and 291A of the Israeli Penal Law 5737-1977, or any other similar applicable anti-corruption Law. No ParagonEx Target Company, nor any of their respective Representatives acting on their behalf has directly or anti-bribery Law; (iii) established indirectly, given or maintained agreed to give any unlawful fund of monies gift or similar benefit in any material amount to any customer, supplier, governmental employee or other assets of the Person who is or may be in a position to help or hinder any ParagonEx Target Company or its Subsidiaries; (iv) made assist any fraudulent entry on the books ParagonEx Target Company in connection with any actual or records of the Company or its Subsidiaries; or (v) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for the Company or its Subsidiariesproposed transaction. (2b) To the extent required by applicable Law, the The operations of each ParagonEx Target Company and each of its Subsidiaries has adopted, and maintained, customary “know-your-customer” and anti-Money Laundering programs and reporting procedures covering the Company’s and any of its Subsidiaries’ businesses, are and have complied been conducted at all times in compliance in all material respects with money laundering statutes in all applicable jurisdictions, the terms of such programs rules and procedures for detecting regulations thereunder and identifying Money Laundering any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority, and no Action involving a ParagonEx Target Company with respect to the Company’s and any of its Subsidiaries’ businesses. “Money Laundering” means the acquisitionforegoing is pending or, possessionto the Knowledge of ParagonEx, usethreatened. (c) No ParagonEx Target Company or any of their respective directors or officers, conversionor, transfer to the Knowledge of ParagonEx, any other Representative acting on behalf of a ParagonEx Target Company is currently identified on the specially designated nationals or concealment of the true nature of property of other blocked person list or otherwise currently subject to any descriptionU.S. sanctions administered by OFAC, and legal documents no ParagonEx Target Company has, directly or instruments evidencing title toto the Knowledge of ParagonEx indirectly, used any funds, or interest inloaned, contributed or otherwise made available such propertyfunds to any Subsidiary, knowing that such property is an economic advantage from criminal offensesjoint venture partner or other Person, in connection with any sales or operations in any other country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to, or otherwise in violation of, any U.S. sanctions administered by OFAC in the last five (a5) concealing fiscal years. (d) Each ParagonEx Target Company (i) has maintained in all material respects complete and accurate books and records, including records of payments to any agents, consultants, representatives, third parties and government officials, (ii) has not knowingly made any false or disguising the illicit origin fictitious entries in its books and records relating to any unlawful offer, payment, promise to pay or authorization of the property; payment of any money, or (b) assisting any person who is involved in the commission unlawful offer, gift, promise to give, or authorization of the criminal offense as giving of anything of value, including any bribe, kickback or other illegal or improper payment and (iii) has not established or maintained a result of which such property is generated, to evade the legal consequences of such actionssecret or unrecorded fund or account.

Certain Business Practices. (1a) Since January 1Neither the Company nor any of the Company Subsidiaries has, 2021nor, none to the Knowledge of the Company, has any director, officer, agent or employee of the Company or any of the Company Subsidiaries, paid, caused to be paid, or agreed to pay, directly or (to the Knowledge of the Company) indirectly, in connection with the business of the Company: (i) to any government or agency thereof, any agent or any supplier or customer, any bribe, kickback or other similar illegal payment; (ii) any illegal contribution to any political party or candidate (other than from personal funds of directors, officers or employees not reimbursed by their respective employers or as otherwise permitted by applicable Law); or (iii) intentionally established or maintained any unrecorded fund or asset or made any false entries on any books or records for any purpose; and, neither the Company nor any of the Company Subsidiaries has, nor, to the Knowledge of the Company, has any director, officer, agent or employee of the Company or any of the Company Subsidiaries violated or is in violation of any provision of the FCPA. (b) The operations of the Company and the Company Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of the Company Subsidiaries with respect to the Money Laundering Laws is pending or, to the Knowledge of the Company, threatened. (c) None of the Company, any of its the Company Subsidiaries or, to the knowledge Knowledge of the Company, any director, officer, agent, employee or affiliate of their respective directors or officers, agents or employees, in each case while engaged by the Company or any of its Subsidiariesthe Company Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), has: (i) used any funds for unlawful contributionsthe United Nations Security Council, giftsthe European Union, entertainment Her Majesty’s Treasury or other unlawful expenses related to political activityrelevant sanctions authority; (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns to obtain favorable treatment in securing business to obtain special concessions for and the Company will not, directly or its Subsidiaries indirectly, use any proceeds from the Transaction, or violated lend, contribute or otherwise make available such proceeds to any provision of the Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery Law; (iii) established or maintained any unlawful fund of monies subsidiary, joint venture partner or other assets of the Company person or its Subsidiaries; (iv) made any fraudulent entry on the books or records of the Company or its Subsidiaries; or (v) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for the Company or its Subsidiaries. (2) To the extent required by applicable Law, the Company and each of its Subsidiaries has adopted, and maintained, customary “know-your-customer” and anti-Money Laundering programs and reporting procedures covering the Company’s and any of its Subsidiaries’ businesses, and have complied in all material respects with the terms of such programs and procedures for detecting and identifying Money Laundering with respect to the Company’s and any of its Subsidiaries’ businesses. “Money Laundering” means the acquisition, possession, use, conversion, transfer or concealment of the true nature of property of any description, and legal documents or instruments evidencing title to, or interest in, such property, knowing that such property is an economic advantage from criminal offensesentity, for the purpose of (a) concealing or disguising financing the illicit origin activities of the property; or (b) assisting any person who is involved in the commission of the criminal offense as a result of which such property is generated, currently subject to evade the legal consequences of such actionsany U.S. sanctions administered by OFAC.

Certain Business Practices. (1) Since January 1, 20212009, (a) none of (i) the Acquired Corporations or (ii) to the knowledge of the Company, their respective current or former Company Associates or their respective current or former representatives or agents in connection with acting for or on behalf of an Acquired Corporation, has violated any Anti-Corruption Law applicable to any Acquired Corporation; (b) none of the Acquired Corporations have received any written notice or communication, or to the knowledge of the Company, any oral notice or communication, that (i) any Acquired Corporation or (ii) any of its Subsidiaries their respective current or former Company Associates or any of their respective current or former representatives or agents in connection with acting for or on behalf of an Acquired Corporation, may have violated any Anti-Corruption Law applicable to any Acquired Corporation; (c) none of the Acquired Corporations or, to the knowledge of the Company, their respective current or former Company Associates or their respective current or former representatives or agents in connection with acting for or on behalf of an Acquired Corporation (i) has been investigated by any Governmental Body with respect to, (ii) has been subject to any Legal Proceeding (whether pending and served or, to the knowledge of the Company, pending and not served or threatened) with respect to, or (iii) has made any voluntary disclosures to any Governmental Body with respect to, any violation or potential violation by any Acquired Corporation of any Anti-Corruption Laws applicable to that Acquired Corporation; and (d) none of the Acquired Corporations or, to the knowledge of the Company, any of their respective directors current or officers, agents or employees, in each case while engaged by the former Company Associate or any current or former representative or agent in connection with acting for or on behalf of its Subsidiariesan Acquired Corporation, has: (i) used has with a corrupt or improper intention paid or given, offered or promised to pay or give, or authorized the payment or giving, directly or indirectly, of any funds monies or anything of value to any Person for unlawful contributionsthe purpose of influencing any act or decision of such Person to assist an Acquired Corporation in obtaining or retaining business, gifts, entertainment or other unlawful expenses related directing business to political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees person or to foreign or domestic political parties or campaigns to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries or violated any provision of the Foreign Corrupt Practices Act of 1977 or secure any other applicable anti-corruption illegal benefit or anti-bribery Law; (iii) established or maintained any unlawful fund of monies or other assets of the Company or its Subsidiaries; (iv) made any fraudulent entry on the books or records of the Company or its Subsidiaries; or (v) made any unlawful bribeadvantage. Since January 1, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment 2009 and to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for the Company or its Subsidiaries. (2) To the extent required by applicable LawLegal Requirements, the Company books and records of the Acquired Corporations accurately and fairly reflect the transactions and the dispositions of assets of each of its Subsidiaries has adoptedsuch Acquired Corporations in reasonable detail and the Acquired Corporations maintain systems of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and maintained, customary “know-your-customer” and anti-Money Laundering programs and reporting procedures covering (iv) the Company’s and any of its Subsidiaries’ businesses, and have complied in all material respects recorded accountability for assets is compared with the terms of such programs actual levels at reasonable intervals and procedures for detecting and identifying Money Laundering appropriate action is taken with respect to the Company’s any differences. The Acquired Corporations have instituted policies and procedures in relation to business conduct and ethics reasonably designed to prevent or detect any conduct of its Subsidiaries’ businesses. “Money Laundering” means the acquisition, possession, use, conversion, transfer or concealment business of the true nature of property of any description, and legal documents or instruments evidencing title to, or interest in, such property, knowing that such property is an economic advantage from criminal offenses, for Acquired Corporations involving the purpose of actions described in the foregoing clauses (a) concealing or disguising through (d) of this Section 3.13 and, to the illicit origin knowledge of the property; or (b) assisting Company, there has not been since January 1, 2009 any person who is involved in the commission of the criminal offense as a result of which such property is generated, to evade the legal consequences breach of such actionspolicies or procedures.

Certain Business Practices. (a) Each of the Acquired Companies is and since January 1) , 2018 has been in compliance with the Foreign Corrupt Practices Act of 1977 (including its provisions concerning maintaining accurate books and records and adequate internal controls), as amended, the U.K. Bribery Act and any other U.S. or foreign Law concerning corrupt payments applicable to any Acquired Company. Since January 1, 20212018 through the date of this Agreement, none of the Company, any of its Subsidiaries orAcquired Companies has, to the knowledge Knowledge of the Company, been investigated by any Governmental Entity with respect to, and none of the Acquired Companies has been given written notice by a Governmental Entity of, any violation by any of their respective directors or officers, agents or employees, in each case while engaged by the Company or any of its Subsidiaries, has: (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries or violated any provision Acquired Companies of the Foreign Corrupt Practices Act of 1977 1977, as amended, the U.K. Bribery Act, or any other applicable antiU.S. or foreign Law concerning corrupt payments. None of the Acquired Companies nor, to the Knowledge of the Company, any Company Associate authorized to act, and acting, on behalf of an Acquired Company has unlawfully paid or given, offered or promised to pay or give, or authorized or ratified the payment or giving, directly or indirectly, of any monies or anything of value to any national, provincial, municipal or other government official or employee or any political party or candidate for political office or Governmental Entity for the direct or indirect purpose of influencing any act or decision of such Person or of the Governmental Entity to obtain or retain business, or direct business to any Person or to secure any other improper benefit or advantage. For purposes of this provision, an “official or employee” includes any known official or employee of any directly or indirectly government-corruption owned or anti-bribery Lawcontrolled entity, and any known officer or employee of a public international organization, as well as any Person known to be acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organization. (b) Since January 1, 2018, none of the Acquired Companies, and, to the Knowledge of the Company, no director, officer, employee, consultant, or agent thereof (in each case acting for or on behalf of any Acquired Company) (i) is or has been a Sanctioned Person, (ii) has unlawfully transacted business with or for the benefit of any Sanctioned Person or otherwise violated Sanctions; nor (iii) established or maintained has been given notice by a Governmental Entity of any unlawful fund of monies or other assets violation by any of the Company or its Subsidiaries; (iv) made any fraudulent entry on the books or records Acquired Companies of the Company or its Subsidiaries; or (v) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for the Company or its Subsidiariesapplicable Sanctions. (2) To the extent required by applicable Law, the Company and each of its Subsidiaries has adopted, and maintained, customary “know-your-customer” and anti-Money Laundering programs and reporting procedures covering the Company’s and any of its Subsidiaries’ businesses, and have complied in all material respects with the terms of such programs and procedures for detecting and identifying Money Laundering with respect to the Company’s and any of its Subsidiaries’ businesses. “Money Laundering” means the acquisition, possession, use, conversion, transfer or concealment of the true nature of property of any description, and legal documents or instruments evidencing title to, or interest in, such property, knowing that such property is an economic advantage from criminal offenses, for the purpose of (a) concealing or disguising the illicit origin of the property; or (b) assisting any person who is involved in the commission of the criminal offense as a result of which such property is generated, to evade the legal consequences of such actions.

Certain Business Practices. (1a) Since January 1, 2021, none of the Company, No Acquired Corporation nor any of its Subsidiaries or, to the knowledge of the Company, any of their respective directors or officers, agents or employees, Representatives (in each case while engaged by case, acting in the Company or any capacity of its Subsidiaries, has: a Representative of such Acquired Corporation) has (i) used any material funds (whether of an Acquired Corporation or otherwise) for unlawful contributions, gifts, entertainment or other unlawful expenses related relating to political activity; , (ii) made or offered to make any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns to obtain favorable treatment in securing business to obtain special concessions for the Company campaigns, (iii) accepted any unlawful payments or its Subsidiaries or (iv) violated any provision of the Foreign Corrupt Practices Act of 1977 any Anti-Corruption Laws or any other applicable rules or regulations promulgated thereunder, anti-corruption money laundering laws or antiany rules or regulations promulgated thereunder or any applicable Legal Requirement of similar effect. Since January 1, 2014, no Acquired Corporation has received any written communication from a Governmental Body that alleges any of the foregoing. Each Acquired Corporation has made and kept books and records, accounts and other records, which, in reasonable detail, accurately and fairly reflect the Table of Contents transactions and dispositions of the assets of the Acquired Corporation as required by Anti-bribery Law; Corruption Laws in all material respects. Each Acquired Corporation has instituted and maintains policies and procedures reasonably designed to ensure compliance with Anti-Corruption Laws. As of the date of this Agreement, no officer, director or employee of any Acquired Corporation is a government official. (b) No Acquired Corporation, nor any of its directors, officers or employees, (i) is a Sanctioned Person, (ii) has in the past five (5) years engaged in, has any plan or commitment to engage in, direct or indirect dealings with any Sanctioned Person or in any Sanctioned Country on behalf of the Company, except pursuant to a license from the United States, or (iii) established has in the past five (5) years violated, or maintained engaged in any unlawful fund of monies or other assets conduct sanctionable under, any Sanctions Law, nor to the knowledge of the Company Company, been the subject of an investigation or its Subsidiaries; (iv) made any fraudulent entry on the books or records of the Company or its Subsidiaries; or (v) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for the Company or its Subsidiaries. (2) To the extent required by applicable Law, the Company and each of its Subsidiaries has adopted, and maintained, customary “know-your-customer” and anti-Money Laundering programs and reporting procedures covering the Company’s and any of its Subsidiaries’ businesses, and have complied in all material respects with the terms allegation of such programs and procedures for detecting and identifying Money Laundering with respect to the Company’s and any of its Subsidiaries’ businesses. “Money Laundering” means the acquisition, possession, use, conversion, transfer a violation or concealment of the true nature of property of any description, and legal documents or instruments evidencing title to, or interest in, such property, knowing that such property is an economic advantage from criminal offenses, for the purpose of (a) concealing or disguising the illicit origin of the property; or (b) assisting any person who is involved in the commission of the criminal offense as a result of which such property is generated, to evade the legal consequences of such actionssanctionable conduct.

Certain Business Practices. (1) Since Except as, individually or in the aggregate, has not been or would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, since January 1, 20212019, none of neither the CompanyCompany nor any Company Subsidiary nor, any of its Subsidiaries director, officer, employee, or, to the knowledge Company’s knowledge, other agent or Person acting on behalf of the Company, any of their respective directors or officers, agents or employees, in each case while engaged by the Company or any Company Subsidiary has, directly or indirectly (a) violated or taken any action that could potentially result in a violation of its Subsidiaries, has: (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries or violated any provision of the Foreign Corrupt Practices Act of 1977 1977, as amended, the UK Bribery Act of 2010 or its predecessor laws, or any other Legal Requirements concerning corrupt payments (collectively, the “Anti-Corruption Laws”) applicable anti-corruption to the Company or anti-bribery Lawany Company Subsidiary or (b) (i) used, offered to use or authorized the use of any funds of the Company or a Company Subsidiary for unlawful contributions, unlawful gifts or unlawful entertainment, or for other unlawful payments, related to political activity or otherwise; (ii) made, offered to make or authorized any unlawful payment from funds of the Company or any Company Subsidiary to foreign or domestic Government Officials or to foreign or domestic political parties or campaigns; (iii) established or maintained any unlawful fund of monies or other unlawful pool of assets of the Company or its Subsidiariesany Company Subsidiary; (iv) made any fraudulent entry on the books or records of the Company or its Subsidiariesany Company Subsidiary; or (v) made made, offered to make or authorized any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any personPerson, private or public, regardless of in any form, whether ; or (vi) engaged in money, or facilitated any transaction or dealing in property or servicesinterests in property of a Prohibited Person, received funds, goods or services from or made any contribution of funds, goods or services to obtain favorable treatment in securing business to obtain special concessions or for the Company benefit of a Prohibited Person, or its Subsidiariesotherwise engaged in or facilitated any transactions with, to pay for favorable treatment for business secured or to pay for special concessions already obtained for any Prohibited Person. Neither the Company nor any Company Subsidiary is or its Subsidiaries. within the past five years has (2i) To been to the extent required knowledge of the Company, under investigation by applicable Lawany Governmental Entity for any potential or actual violation of any Anti-Corruption Laws or (ii) received any written notice from any Governmental Entity regarding any potential or actual violation of, or potential or actual failure to comply with, any Anti-Corruption Laws. Since January 1, 2019, neither the Company and each of its Subsidiaries nor any Company Subsidiary has adopted, and maintained, customary “know-your-customer” and anti-Money Laundering programs and reporting procedures covering the Company’s and made any of its Subsidiaries’ businesses, and have complied in all material respects with the terms of such programs and procedures for detecting and identifying Money Laundering disclosure (voluntary or otherwise) to any Governmental Entity with respect to the Company’s and any of its Subsidiaries’ businesses. “Money Laundering” means the acquisition, possession, use, conversion, transfer potential violation or concealment of the true nature of property of liability arising under or relating to any description, and legal documents or instruments evidencing title to, or interest in, such property, knowing that such property is an economic advantage from criminal offenses, for the purpose of (a) concealing or disguising the illicit origin of the property; or (b) assisting any person who is involved in the commission of the criminal offense as a result of which such property is generated, to evade the legal consequences of such actionsAnti-Corruption Laws.

Certain Business Practices. (1) Since January 1, 2021, none 2022: (a) None of the Company, any of its Subsidiaries Company Subsidiary, or, to the knowledge of the Company, any of their respective directors or directors, officers, employees or agents or employees, (in each case while engaged by the Company or any of its Subsidiariestheir capacities as such), has: (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries or violated any provision of the Foreign Corrupt Practices Act of 1977 or any other applicable antiAnti-corruption or anti-bribery Corruption Law; or (iii) established or maintained made any unlawful fund payment in the nature of monies or other assets criminal bribery. (b) None of the Company, any Company Subsidiary, or, to the knowledge of the Company, any of their respective directors, officers or its Subsidiariesemployees, independent contractors or agents: (i) is or has been a Sanctioned Person; (ivii) made has directly or knowingly indirectly transacted business with or for the benefit of any fraudulent entry on the books Sanctioned Person in violation of applicable Sanctions or records of the Company or its Subsidiariesotherwise violated applicable Sanctions; or (viii) made has violated any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to Ex-Im Laws in any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for the Company or its Subsidiariesmaterial respect. (2c) The operations of the Business are and have been conducted at all times in material compliance with applicable requirements of the Anti-Money Laundering Laws and Anti-Corruption Laws. No action, suit or Proceeding involving the Business with respect to Anti-Money Laundering Laws or Anti-Corruption Laws is pending or, to the knowledge of the Company, threatened by or before any Governmental Authority. To the extent required by under applicable LawAnti-Money Laundering Laws, the Company and each all Company Subsidiaries have maintained a system or systems of its Subsidiaries has adopted, and maintained, customary “know-your-customer” and antiinternal control reasonably designed to promote compliance with Anti-Money Laundering programs and reporting procedures covering the Company’s and any of its Subsidiaries’ businessesLaws. (d) There are not, and there have complied in all not been, any material respects with the terms of such programs and procedures for detecting and identifying Money Laundering internal or external investigations, audits, actions or Proceedings pending, or any voluntary or involuntary disclosures made to a Governmental Authority, with respect to any apparent or suspected violation by the Company’s and , any Company Subsidiary, or, to the knowledge of the Company, any of its Subsidiaries’ businesses. “Money Laundering” means the acquisitiontheir respective officers, possessiondirectors, use, conversion, transfer employees (in their capacities as such) or concealment of the true nature of property agents of any descriptionAnti-Corruption Laws, and legal documents Sanctions or instruments evidencing title to, or interest in, such property, knowing that such property is an economic advantage from criminal offenses, for Ex-Im Laws in connection with the purpose of (a) concealing or disguising the illicit origin of the property; or (b) assisting any person who is involved in the commission of the criminal offense as a result of which such property is generated, to evade the legal consequences of such actionsBusiness.

Certain Business Practices. (1a) Since January 1, 2021, none None of the Company, any of its Subsidiaries Company Subsidiary or, to the knowledge of the Company’s knowledge, any of their respective directors or directors, officers, agents or employees, in each case while engaged by employees of the Company or any of its SubsidiariesCompany Subsidiary, has: : (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity; ; (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries or violated any provision of the Foreign Corrupt Practices Act of 1977 or any other applicable antiAnti-corruption or anti-bribery LawCorruption Laws; or (iii) established or maintained any unlawful fund of monies or other assets of the Company or its Subsidiaries; (iv) made any fraudulent entry on payment in the books or records nature of the Company or its Subsidiaries; or (v) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for the Company or its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for the Company or its Subsidiariesbribery. (2b) To the extent required by applicable LawThe Company, the each Company and each of its Subsidiaries has adoptedSubsidiary and, and maintained, customary “know-your-customer” and anti-Money Laundering programs and reporting procedures covering to the Company’s knowledge, their respective directors, officers, agents and any of its Subsidiaries’ businessesemployees, are and have complied been in all material respects in compliance with the terms of such programs Anti-Corruption Laws and procedures for detecting and identifying Anti-Money Laundering Laws, including with respect regard to financial recordkeeping and reporting requirements in all jurisdictions in which the Company and any Company Subsidiary conducts business. No inspections have been initiated or threatened against the Company by the SEPLAC in the last five (5) years. The Company has no reason to believe that a SEPLAC inspection is foreseeable in the future. (c) None of the Company, any Company Subsidiary, or, to the Company’s and knowledge, any of its Subsidiaries’ businesses. “Money Laundering” means the acquisitiontheir respective directors, possessionofficers, useagents or employees: (i) is or has been subject to any action, conversionsuit, transfer claim, proceeding, prosecution, settlement, formal or concealment of the true nature of property of any description, and legal documents or instruments evidencing title toinformal notice, or interest in, such property, knowing that such property is an economic advantage from criminal offenses, for the purpose of (a) concealing investigation with respect to Anti-Corruption Laws or disguising the illicit origin of the propertyAnti-Money Laundering Laws; or (bii) assisting made a voluntary, directed, or involuntary disclosure to any person who is involved Governmental Authority or similar agency with respect to any alleged act or omission arising under or relating to any alleged noncompliance with Anti-Corruption Laws or Anti-Money Laundering Laws. (d) The Company, as well as its respective affiliates, have instituted and maintain in effect policies and procedures reasonably designed to achieve compliance with Anti-Corruption Laws and Anti-Money Laundering Laws. (e) The Company has adopted compliance and risk prevention policies and procedures (i.e. anti-corruption policies, code of conduct and/or ethical code, policies concerning internal reporting or whistleblowing channels, policies related to the commission management of crisis situations resulting from requests made by authorities and/or searches and seizures and other relevant actions by the authorities), that fulfill the requirements set out by article 31 bis of the Spanish Criminal Code to exclude the Company’s corporate criminal offense as liability if a result criminal offence was committed by its directors, Representatives or employees while acting on behalf and for the benefit of which such property is generated, to evade the legal consequences of such actionsCompany.