Common use of Compliance with Anti-Bribery Laws Clause in Contracts

Compliance with Anti-Bribery Laws. None of the Company, any of its Subsidiaries or any of their respective directors or officers, nor, to the knowledge of the Company, any of its affiliates, representatives, agents, employees or other person acting on behalf of and at the direction of the Company or any of its Subsidiaries has used or will use any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or made or will make any direct or indirect unlawful payment to any government official or employee from corporate funds; none of the Company, its Subsidiaries and any of their respective officers, directors, supervisors or managers, or to the knowledge of the Company, any of its affiliates, agents, employees or other person acting on behalf of and at the direction of the Company or any of its Subsidiaries, has violated any applicable anti-bribery law, rule or regulation of any locality, including but not limited to any law, rule, or regulation promulgated to implement the United States Foreign Corrupt Practices Act or any other applicable law, rule or regulation of similar purpose and scope, or any amendment thereto (collectively, the “Anti-Bribery Laws”); the Company and its Subsidiaries have instituted and maintain and will continue to maintain policies and procedures, or were and will continue to be subject to policies and procedures, designed to (i) ensure continued compliance with the Anti-Bribery Laws and (ii) detect the violations of Anti-Bribery Laws; none of the Company or its Subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable Anti-Bribery Laws;

Compliance with Anti-Bribery Laws. None Other than as set forth in the General Disclosure Package or in other reports publicly filed with the Commission by the Company, none of (x) the Company or any of its subsidiaries or (y), any directors, officers, employees of the Company, any of its Subsidiaries or any of their respective directors or officers, nor, to the knowledge of the Company, any of its affiliates, representatives, agents, employees controlled affiliates or other person persons acting on behalf of and at the direction of the Company or any of its Subsidiaries subsidiaries has (i) used or will use any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or activity; (ii) made or will make taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate funds; none employee, including of the Company, its Subsidiaries and any government-owned or controlled entity or of their respective officers, directors, supervisors or managersa public international organization, or to the knowledge of the Company, any of its affiliates, agents, employees or other person acting in an official capacity for or on behalf of and at the direction any of the Company foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of its Subsidiariesany provision of the Foreign Corrupt Practices Act of 1977, has violated as amended (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom (the “U.K. Bribery Act”), or any other applicable anti-bribery or anti-corruption law; or (iv) made, rule offered, agreed, requested or regulation taken an act in furtherance of any localityunlawful bribe or other unlawful benefit, including but not limited to including, without limitation, any lawrebate, rulepayoff, influence payment, kickback or regulation promulgated to implement the United States Foreign Corrupt Practices Act other unlawful or any other applicable law, rule improper payment or regulation of similar purpose and scope, or any amendment thereto (collectively, the “Anti-Bribery Laws”); the benefit. The Company and its Subsidiaries subsidiaries have instituted instituted, maintain and maintain enforce, and will continue to maintain and enforce, policies and procedures, or were and will continue to be subject to policies and procedures, procedures designed to (i) promote and ensure continued compliance with the Antiall applicable anti-Bribery Laws bribery and (ii) detect the violations of Antianti-Bribery Laws; none of corruption laws. Neither the Company or nor any of its Subsidiaries subsidiaries will use, directly or indirectly, any part of the proceeds from the offering of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person Offered Securities hereunder in violation of the FCPA or the U.K. Bribery Act, each as may be amended, or similar law of any applicable Anti-Bribery Laws;other relevant jurisdiction, or the rules or regulations thereunder. 1 NTD: Addition to be discussed.

Compliance with Anti-Bribery Laws. None The Company has not made any contribution or other payment, or offered to make such contribution or payment, to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the Company, any of its Subsidiaries or nor any of their respective directors or officers, nor, to the knowledge of the Company, any of its affiliates, representativesnor any directors, officers, agents, employees or other person Persons acting on behalf of and at the direction of the Company or any of its Subsidiaries affiliates, has (i) used or will use any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or activity, (ii) made or will make any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee from corporate funds; none or agent of the Company, its Subsidiaries and any of their respective officers, directors, supervisors or managers, or to the knowledge of the Company, any of its affiliates, agents, employees or other person acting on behalf of and at the direction of a private entity with which the Company or any of its Subsidiariesaffiliates does or seeks to do business or to foreign or domestic political parties or campaigns, has (iii) violated or is in violation of any provision of any applicable anti-bribery law, rule law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any locality, including but not limited to any law, rule, or regulation promulgated to implement applicable provision of the United States U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Xxxxxxx Xxx 0000, or any other similar applicable lawlaw of any other jurisdiction, rule including laws of any jurisdiction in which the Company or regulation of similar purpose its affiliates operate their business, including, in each case, the rules and scope, or any amendment thereto regulations thereunder (collectively, the “Anti-Bribery Laws”); the Company and its Subsidiaries have instituted and maintain and , (iv) taken, is currently taking or will continue to maintain policies and procedures, or were and will continue to be subject to policies and procedures, designed to (i) ensure continued compliance with the Anti-Bribery Laws and (ii) detect the violations of Anti-Bribery Laws; none of the Company or its Subsidiaries will use, directly or indirectly, the proceeds of the offering take any action in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, gift or anything else of value, directly or indirectly, to any person Person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and its affiliates have instituted and have maintained, and will continue to maintain, as applicable, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; none of the Company, nor any of its affiliates will directly or indirectly use the proceeds of the Common Shares or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other Person for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any applicable Anti-Bribery Laws;Laws by the Company or its affiliates, or any of their respective current or former directors, officers, employees, stockholders, representatives or agents, or other Persons acting or purporting to act on their behalf.

Compliance with Anti-Bribery Laws. None of the CompanyThe Company has not made any contribution or other payment, or offered to make such contribution or payment, to any official of, or candidate for, any federal, state or foreign office in violation of its Subsidiaries or any of their respective directors or officers, nor, to law. Neither the knowledge of the Company, Company nor any of its affiliates, representativesnor any directors, officers, agents, employees or other person Persons acting on behalf of and at the direction of the Company or any of its Subsidiaries affiliates, has (i) used or will use any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or activity, (ii) made or will make any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee from corporate funds; none or agent of the Company, its Subsidiaries and any of their respective officers, directors, supervisors or managers, or to the knowledge of the Company, any of its affiliates, agents, employees or other person acting on behalf of and at the direction of a private entity with which the Company or any of its Subsidiariesaffiliates does or seeks to do business or to foreign or domestic political parties or campaigns, has (iii) violated or is in violation of any provision of any applicable anti-bribery law, rule law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any locality, including but not limited to any law, rule, or regulation promulgated to implement applicable provision of the United States U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bxxxxxx Xxx 0000, or any other similar applicable lawlaw of any other jurisdiction, rule including laws of any jurisdiction in which the Company or regulation of similar purpose its affiliates operate their business, including, in each case, the rules and scope, or any amendment thereto regulations thereunder (collectively, the “Anti-Bribery Laws”); the Company and its Subsidiaries have instituted and maintain and , (iv) taken, is currently taking or will continue to maintain policies and procedures, or were and will continue to be subject to policies and procedures, designed to (i) ensure continued compliance with the Anti-Bribery Laws and (ii) detect the violations of Anti-Bribery Laws; none of the Company or its Subsidiaries will use, directly or indirectly, the proceeds of the offering take any action in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, gift or anything else of value, directly or indirectly, to any person Person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and its affiliates have instituted and have maintained, and will continue to maintain, as applicable, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; neither the Company nor any of its affiliates will directly or indirectly use the proceeds of the Common Shares or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other Person for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any applicable Anti-Bribery Laws;Laws by the Company or its affiliates, or any of their respective current or former directors, officers, employees, stockholders, representatives or agents, or other Persons acting or purporting to act on their behalf.

Compliance with Anti-Bribery Laws. None The Company has not made any contribution or other payment, or offered to make such contribution or payment, to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the Company, any of its Subsidiaries or nor any of their respective directors or officers, nor, to the knowledge of the Company, any of its affiliates, representativesnor any directors, officers, agents, employees or other person Persons acting on behalf of and at the direction of the Company or any of its Subsidiaries affiliates, has (i) used or will use any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or activity, (ii) made or will make any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee from corporate funds; none or agent of the Company, its Subsidiaries and any of their respective officers, directors, supervisors or managers, or to the knowledge of the Company, any of its affiliates, agents, employees or other person acting on behalf of and at the direction of a private entity with which the Company or any of its Subsidiariesaffiliates does or seeks to do business or to foreign or domestic political parties or campaigns, has (iii) violated or is in violation of any provision of any applicable anti-bribery law, rule law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any locality, including but not limited to any law, rule, or regulation promulgated to implement applicable provision of the United States U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bxxxxxx Xxx 0000, or any other similar applicable lawlaw of any other jurisdiction, rule including laws of any jurisdiction in which the Company or regulation of similar purpose its affiliates operate their business, including, in each case, the rules and scope, or any amendment thereto regulations thereunder (collectively, the “Anti-Bribery Laws”); the Company and its Subsidiaries have instituted and maintain and , (iv) taken, is currently taking or will continue to maintain policies and procedures, or were and will continue to be subject to policies and procedures, designed to (i) ensure continued compliance with the Anti-Bribery Laws and (ii) detect the violations of Anti-Bribery Laws; none of the Company or its Subsidiaries will use, directly or indirectly, the proceeds of the offering take any action in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, gift or anything else of value, directly or indirectly, to any person Person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and its affiliates have instituted and have maintained, and will continue to maintain, as applicable, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; none of the Company, nor any of its affiliates will directly or indirectly use the proceeds of the Common Shares or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other Person for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any applicable Anti-Bribery Laws;Laws by the Company or its affiliates, or any of their respective current or former directors, officers, employees, stockholders, representatives or agents, or other Persons acting or purporting to act on their behalf.