Common use of Compliance with Laws; Permits Clause in Contracts

Compliance with Laws; Permits. (a) Since January 1, 2019: (i) Seller has complied in all material respects with all Laws applicable to the Purchased Assets, the Products or the Business; (ii) the Purchased Assets and their uses comply in all material respects with all applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order with respect to the Purchased Assets, the Products or the Business. (b) Each (i) of Seller and its officers, employees, contractors and agents has been duly granted all Permits required or necessary for the conduct of the Business as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocation, cancellation or suspension of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrations.

Compliance with Laws; Permits. Except for such matters that, individually or in the aggregate, have not had or caused and would not reasonably be expected to have or cause a Company Material Adverse Effect, and except for (x) matters relating to Taxes, which are treated exclusively in Section 4.9, (y) matters relating to the Company Benefit Plans, which are treated exclusively under Section 4.11 and (z) matters arising under Environmental, Health and Safety Laws, which are treated exclusively in Section 4.13: (a) Since January 1, 2019: (i) Seller has complied The Company is not in all material respects with all Laws applicable violation of any Applicable Law relating to the Purchased Assetsownership or operation of any of its assets, and no Claim is pending or, to the Products or Knowledge of the Business; (ii) the Purchased Assets and their uses comply in all material respects with all applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order Company, threatened with respect to the Purchased Assets, the Products or the Business.any such matters; (b) Each (i) the Company holds all permits, licenses, certifications, variations, exemptions, Orders, franchises, registrations, filings, approvals, authorizations or other required grant of Seller and its officers, employees, contractors and agents has been duly granted all Permits operating authority required or by any Governmental Authority necessary for the conduct of their respective businesses (the Business as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export “Company Permits”). All the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Company Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller effect and there exists no default thereunder or any of its officers, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings withthereof, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of Company has no notice or Knowledge that such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Company Permits will not be renewable upon expirationrenewed in the ordinary course after the Effective Time. There are No Governmental Authority has given, or to the Knowledge of the Company, threatened to give, notice of any action to terminate, cancel or reform any Company Permits; and (c) the Company possesses all the Company Permits required for the present ownership or lease, as the case may be, of its business and operation of its property, and there exists no Actions pending default or breach with respect to, and no Person, including any Governmental Authority, has taken or, to Seller’s Knowledgethe Knowledge of the Company, threatenedthreatened to take, which would reasonably be expected any action to result in the revocationterminate, cancellation cancel or suspension of reform any such Company Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrations.

Compliance with Laws; Permits. Each of the Acquired Companies, to the Knowledge of the Company, is in, and since January 1, 2015 has been in, compliance with all Laws and any operating rules, regulations, requirements, guidelines and standards of applicable associations, payment card networks (the “Card Associations”) and NACHA, in each case applicable to its businesses, except where the failure to comply with such Laws, rules, regulations, requirements, guidelines or standards would not have a Company Material Adverse Effect. None of the Acquired Companies has, during the one-year period prior to the date hereof: (a) Since January 1, 2019: (i) Seller has complied in all received any written notice from any Governmental Entity regarding any material respects with all Laws applicable to violation by any of the Purchased Assets, the Products or the Business; (ii) the Purchased Assets and their uses comply in all material respects with all applicable Acquired Companies of any Laws; and (iii) Seller is not subject to any outstanding Governmental Order with respect to the Purchased Assets, the Products or the Business. (b) Each (i) provided any written notice to any Governmental Entity regarding any material violation by the Acquired Companies of Seller any Law, which notice in either case remains outstanding or unresolved as of the date hereof, except for such notices that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All approvals, permits, franchises, grants, licenses, easements, variances, consents, certificates, clearances, permissions, qualifications, registrations, orders, exceptions, exemptions and its officers, employees, contractors similar authorizations of all Governmental Entities and agents has been duly granted all Permits required or necessary any registrations with Card Associations needed for the conduct of the Business Acquired Companies to own, lease and operate their properties and assets and to carry on their business as they are now conducted have been obtained by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits them and are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller , except as would not have or any of its officers, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result have a Company Material Adverse Effect. No representation or warranty is made in the revocation, cancellation or suspension of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference this Section 4.9 with respect thereto. Schedule 4.18(bto Tax matters, which shall be addressed exclusively by Section 4.11 (Tax Matters) also includes a list of all Products Registrationsand Section 4.12 (Employee Benefit Plans), or environmental matters, which shall be addressed exclusively by Section 4.14 (Environmental Matters).

Compliance with Laws; Permits. (a) Since January 1Except as would not reasonably be expected to have, 2019: (i) Seller has complied individually or in all material respects with all Laws applicable to the Purchased Assetsaggregate, a Fountain Business MAE, the Products or the Business; (ii) the Purchased Assets Fountain Business is conducted, and their uses comply since September 26, 2009 has been conducted, in all material respects compliance with all applicable Laws; Laws and (iii) Seller is not subject to Orders. Since September 26, 2009, neither Trident nor any outstanding Governmental Order with respect Subsidiary of Trident has received any written notice or, to the Purchased AssetsKnowledge of Trident, other communication from any Governmental Authority regarding any actual or possible violation (as yet unremedied) of, or failure of the Products Fountain Business to comply with, any Law or Order, except as would not reasonably be expected to have, individually or in the Businessaggregate, a Fountain Business MAE. Notwithstanding anything contained in this Section 2.08(a), no representation or warranty shall be deemed to be made in this Section 2.08(a) in respect of Tax, employee benefits, labor, intellectual property or environmental matters. (b) Each (i) As of Seller the date hereof, Trident and its officersSubsidiaries are, employeesand, contractors as of the Fountain Distribution Date and agents has been duly granted the Effective Time, Fountain and its Subsidiaries will be, in possession of all Permits required or franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications, registrations and orders of any Governmental Authority, and all rights under any Contract with any Governmental Authority, necessary for the conduct of the Fountain Business as such business is currently being conducted by Seller(the “Fountain Permits”), including except where the failure to have any of the Fountain Permits would not reasonably be expected to have, individually or in the aggregate, a Fountain Business MAE. As of the date hereof, all Fountain Permits necessary to developare, manufactureand as of the Fountain Distribution Date and Effective Time all Fountain Permits of Fountain and its Subsidiaries will be, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, except where the applicable Governmental Authority necessary failure to maintain all of such Permits be in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will effect would not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result have, individually or in the revocationaggregate, cancellation a Fountain Business MAE. As of the date hereof, Trident is, and each of its Subsidiaries is, and the Fountain Business as being conducted is, and, as of the Fountain Distribution Date and the Effective Time, Fountain and each of its Subsidiaries will be, and the Fountain Business will be conducted, in compliance in all respects with the terms and requirements of such Fountain Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or suspension in the aggregate, a Fountain Business MAE. Notwithstanding anything to the contrary in this Section 2.08(b), no representation or warranty shall be deemed to be made in this Section 2.08(b) in respect of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrationsenvironmental matters.

Compliance with Laws; Permits. (a) Since The Company, Newco and the Sold Subsidiaries are, and since January 1, 2019: (i) Seller has complied 2012, have been, in all material respects with all Laws applicable to the Purchased Assets, the Products or the Business; (ii) the Purchased Assets and their uses comply compliance in all material respects with all applicable Laws; , including the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (iii) Seller is not subject to any outstanding Governmental Order with respect to the Purchased Assets"FCPA"), the Products Criminal Law of China, the Law on Anti-Unfair Competition of China or the BusinessInterim Rules on Prevention of Commercial Bribery of China, as amended (collectively, with the FCPA and any other applicable non-U.S. anti-bribery Law, the "Anti-Corruption Laws"), the U.S. Arms Export Control Act and its implementing regulations, the International Traffic in Arms Regulations (22 CFR 120-130) (the "ITAR"), the U.S. Export Administration Regulations (15 CFR 730-774) (the "EAR") and the Laws implemented by the Office of Foreign Assets Control, U.S. Department of the Treasury (31 CFR 500 et. seq. Except as set forth on Schedule 4.15(a), none of Seller, the Company or any Sold Subsidiary has received any written notice alleging any violation of or liability under any Law since January 1, 2012. (b) Each (i) of Seller The Company, Newco and its officersthe Sold Subsidiaries own or possess all right, employees, contractors title and agents has been duly granted interest in and to all Permits required or necessary for the conduct of the Business as conducted by Seller, including all material Permits that are necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export own and operate the ProductsBusinesses as presently conducted (the "Material Permits"), each of which Permits is set forth listed on Schedule 4.18(b4.15(b); . The Company, Newco and the Sold Subsidiaries are in compliance with the terms and conditions of all Material Permits in all material respects. No notice from any Governmental Body with respect to the pending or possible revocation, termination, suspension or limitation of any of the Material Permits has been received by Seller, the Company, Newco or any Sold Subsidiary and since January 1, 2014, no such notice has been Threatened. (c) Within the last five (5) years, none of the Company, Newco, any of the Sold Subsidiaries, or their respective agents, employees or other Persons acting on their behalf, have taken any act in furtherance of a payment, offer, promise to pay, or authorization or ratification of a payment of any gift, money or anything of value to (i) a government official, or (ii) any Person or entity while knowing or having reasonable grounds to believe that all or a portion of such Permits are valid and that payment will be passed on to a government official, specifically to obtain or retain business or to secure an improper advantage in full force and effectviolation of the Anti-Corruption Laws. No such Permits are held by any Affiliate Since January 1, 2012, none of Seller. None of Seller the Company, Newco or any Sold Subsidiary has received any written allegation, nor has conducted any internal investigation, related to a violation or potential violation of its officersthe Anti-Corruption Laws. The Company has established and continues to maintain, employeesand as of Closing Newco will have established and will maintain, contractors reasonable internal controls and agents procedures intended to ensure compliance with the Anti-Corruption Laws, including an anti-corruption compliance policy. (d) All of the products produced by the Company and the Sold Subsidiaries are properly classified under the EAR in ECCN EAR99, and no such product is in material breach or violation of, or default undersubject to the ITAR. Neither the Company, any such Permit. Each of Seller and its officersthe Sold Subsidiaries, employeesnor their respective agents, contractors and agents has filed all material reportsemployees or other Persons acting on their behalf, notifications and filings withhave, and have paid all regulatory fees towithin the last five (5) years, knowingly sold any products to prohibited end users or for use in prohibited end uses in violation of U.S. export control laws, including those contained in Part 744 of the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocation, cancellation or suspension of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products RegistrationsEAR.

Compliance with Laws; Permits. (a) Since January 1Parent, 2019: (i) Seller has complied its Subsidiaries and Merger Subs are in material compliance with, and at all times during the past three years have been in material respects with all Laws applicable to the Purchased Assetscompliance with, the Products or the Business; (ii) the Purchased Assets and their uses comply in all material respects with all applicable Laws; , including those relating to employment and (iii) Seller is not subject to the listing and other rules and regulations of NYSE, and as of the date of this Agreement, neither Parent , its Subsidiaries nor Merger Subs has received any outstanding Governmental Order written notices of any violation with respect to such Laws. Parent is not registered as an investment company pursuant to the Purchased Assets, Investment Company Act of 1940 and the Products or nature of its business and operations and the Businessownership of its assets does not require it to be so registered. (b) Each Parent has obtained each material federal, state, county, local or foreign governmental consent, license, permit, grant or other authorization of a Governmental Body (i) pursuant to which Parent currently operates or holds any interest in any of Seller and its officers, employees, contractors and agents has been duly granted all Permits assets or properties or (ii) that is required or necessary for the conduct of the Business as conducted by Sellerbusiness of Parent or the holding of any such interest (all of the foregoing consents, including business licenses, permits, grants and other authorizations, collectively, the “Parent Permits”), and all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export of the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Parent Permits are valid and in full force and effect. No such Permits are held by As of the date of this Agreement, Parent has not received any Affiliate written notice from any Governmental Body regarding (A) any actual or alleged material violation of Seller. None of Seller any Parent Permit or any material failure to comply with any term or requirement of its officersany Parent Permit or (B) any actual or threatened revocation, employeeswithdrawal, contractors suspension, cancellation, termination or modification of any Parent Permit, and agents to the Knowledge of Parent, no such written notice is in material breach forthcoming. Parent has materially complied with all of the terms of the Parent Permits and none of the Parent Permits will be terminated or violation ofimpaired, or default underwill become terminable, any such Permit. Each in whole or in part, as a result of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all consummation of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocation, cancellation or suspension of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products RegistrationsMerger.

Compliance with Laws; Permits. (a) Since January 1Except as disclosed in the Latest 10-K and in the Company’s Quarterly Report on Forms 10-Q filed on June 9, 2019: 2010 and September 13, 2010 (icollectively, and together with the Latest Schedule 14A, the “Filed Company SEC Documents”) Seller and set forth on Section 3.8(a) of the Company Disclosure Schedule, each of the Company and its Subsidiaries has complied in all material respects with and, to the Knowledge of the Company, is not under investigation with respect to and has not been threatened to be charged with or given notice of any material violation of, and no reasonable basis exists for any such violation of, all Laws laws, statutes, ordinances, codes, rules, regulations, decrees and orders of Governmental Authorities (collectively, “Laws”) applicable to the Purchased Assets, the Products Company or the Business; (ii) the Purchased Assets and their uses comply in all material respects with all applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order with respect to the Purchased Assets, the Products or the Businessof its Subsidiaries. (b) Each (i) of Seller and its officers, employees, contractors and agents has been duly granted all Permits required or necessary for the conduct of the Business Except as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (iiSection 3.8(b) of the Company Disclosure Schedule, the Company and each of its Subsidiaries hold all material licenses, franchises, permits, certificates, approvals and authorizations from, and since July 31, 2005 have made all filings with, Governmental Authorities necessary and/or legally required for the lawful conduct of their respective businesses (collectively, “Permits”). Since July 31, 2005, the Company and its Subsidiaries have materially complied, and are now in material compliance, with the terms of all Permits, and all such Permits are valid and in full force and effect. No such Permits are held by Except as disclosed in the Filed Company SEC Documents and set forth on Section 3.8(b) of the Company Disclosure Schedule, since July 31, 2005, neither the Company nor any Affiliate of Sellerits Subsidiaries has received any written notice or other communication from any Governmental Authority regarding (i) any actual or possible violation of Law or any Permit or failure to comply in any material respect with any term or requirement of any Permit or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Permit. None of Seller the material Permits will be terminated or impaired, or will become terminable, in whole or in part, as a result of the Merger or any of its officers, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocation, cancellation or suspension of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrationsother Transactions.

Compliance with Laws; Permits. (a) Since January Neither EVI nor any of its Subsidiaries is or has been since July 1, 2019: 2020, in conflict with, in default or, with notice, lapse of time or both, would be in default, with respect to or in violation in any material respect of any (i) Seller has complied in all material respects with all Laws applicable to the Purchased Assetsstatutes, the Products laws, ordinances, rules, regulations or the Business; requirements of a Governmental Authority, including any COVID-19 Measure (each, a “Law”) or (ii) the Purchased Assets and their uses comply in all material respects with all orders, judgments, writs, decrees or injunctions issued by any court, agency or other Governmental Authority (each, an “Order”) applicable Laws; and (iii) Seller to EVI or any of its Subsidiaries or by which any property or asset of EVI or any of its Subsidiaries is not subject to bound or affected, including any outstanding Governmental Order with respect to the Purchased Assets, the Products or the BusinessCOVID-19 Measure. (b) Each Neither EVI nor any of its Subsidiaries has received any written notice since July 1, 2020: (i1) of Seller any default or violation as described in clause Section 4.13(a) above; (2) of any administrative, civil or criminal investigation or audit by any Governmental Authority relating to EVI or any of its Subsidiaries; or (3) from any Governmental Authority alleging that EVI or any of its Subsidiaries are not in compliance with any applicable Law or Order. (c) EVI and its officers, employees, contractors and agents has been duly granted all Permits required or necessary for the conduct of the Business as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); its Subsidiaries have all material permits, licenses, authorizations, consents, approvals and franchises from Governmental Entities required to conduct their businesses as currently conducted (ii“Permits”) of and such Permits are valid and in full force and effect. No EVI and each of its Subsidiaries are in compliance in all material respects with the terms of such Permits are held by any Affiliate and, as of Seller. None the date of Seller or this Agreement, neither EVI nor any of its officers, employees, contractors and agents is in material breach or violation ofSubsidiaries has received written notice from any Governmental Authority threatening to revoke, or default underindicating that it is investigating whether to revoke, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocation, cancellation or suspension of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrations.

Compliance with Laws; Permits. Except for such matters as, individually or in the aggregate, do not or are not reasonably likely to have a Company Material Adverse Effect and except for matters arising under Environmental Laws (as defined herein) which are treated exclusively in Section 5.13: (a) Since January 1Neither the Company nor any Subsidiary of the Company is in violation of any applicable law, 2019: rule, regulation, code, governmental determination, order, treaty, convention, governmental certification requirement or other public limitation, U.S. or non-U.S. (i) Seller has complied in all material respects with all Laws applicable collectively, "Applicable Laws"), relating to the Purchased Assetsownership or operation of any of their respective assets, and no claim is pending or, to the Products or knowledge of the Business; (ii) the Purchased Assets and their uses comply in all material respects with all applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order Company, threatened with respect to any such matters. No condition exists that is not disclosed in the Purchased Assets, Company Disclosure Letter and which does or is reasonably likely to constitute a violation of or deficiency under any Applicable Law relating to the Products ownership or operation of the Businessassets of the Company or any Subsidiary of the Company. (b) Each (i) The Company and each Subsidiary of Seller the Company hold all permits, licenses, certifications, variations, exemptions, orders, franchises and its officers, employees, contractors and agents has been duly granted approvals of all Permits required governmental or regulatory authorities necessary for the conduct of their respective businesses (the Business as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b"Company Permits"); (ii) of such . All Company Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller effect and there exists no default thereunder or any of its officers, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings withthereof, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of Company has no notice or actual knowledge that such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Company Permits will not be renewable upon expirationrenewed in the ordinary course after the Effective Time. No governmental authority has given, or to the knowledge of the Company threatened to give, any action to terminate, cancel or reform any Company Permit. (c) Each drilling rig, drillship or other drilling unit owned by the Company or a subsidiary of the Company which is subject to classification is in class according to the rules and regulations of the applicable classifying body and is duly and lawfully documented under the laws of its flag jurisdiction. (d) The Company and each Subsidiary of the Company possess all permits, licenses, operating authorities, orders, exemptions, franchises, variances, consents, approvals or other authorizations required for the present ownership and operation of all its real property or leaseholds ("Company Real Property") except where the failure to possess any of the same does not and is not reasonably likely to have a Company Material Adverse Effect. There are exists no Actions pending material default or breach with respect to, and no party or governmental authority has taken or, to Seller’s Knowledgethe knowledge of the Company, threatenedthreatened to take, which would reasonably be expected any action to result in the revocationterminate, cancellation cancel or suspension of reform any such Permit. Seller is permit, license, operating authority, order, exemption, franchise, variance, consent, approval or other authorization pertaining to the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products RegistrationsCompany Real Property.

Compliance with Laws; Permits. (a) Since January 1Each Company, 2019: (i) Seller has complied in all material respects with all Laws applicable and to the Purchased AssetsKnowledge of Seller, the Products each of such Company’s directors, managers, officers or the Business; (ii) the Purchased Assets Persons performing management functions similar to officers, is in compliance with, and their uses comply since May 6, 2016 has been in all material respects with compliance with, all applicable Laws (including Gaming Laws; ) relating to the operations of the Company Entities’ businesses, except where such non-compliance has not and (iii) Seller is would not subject reasonably be expected to, individually or in the aggregate, result in material Liability to the Company Entities or materially impair the operations of the Company Entities’ businesses. To Seller’s Knowledge, no investigation or review by any outstanding Governmental Order Authority with respect to Seller or a Company is pending or threatened, nor, to Seller’s Knowledge, has any Governmental Authority indicated in writing an intention to conduct the Purchased Assetssame, except for such investigations or reviews in the Products or the Ordinary Course of Business. (b) Each (i) of Seller Company has, and its officerssince May 6, employees2016 has, contractors obtained and agents has been duly granted all Permits required or necessary for the conduct of the Business as conducted by Seller, including in compliance with all Permits necessary to developconduct its business (including all applicable (x) employee licensing requirements (and each has taken commercially reasonable measures to ensure that any employee who is required to have a Gaming or other license under any Gaming Laws or other Laws maintains such license in current and valid form) and (y) licenses, manufacturePermits, testapprovals, storeauthorizations, handleregistrations, labelfindings of suitability, packagewaivers and exemptions, sellincluding any condition or limitation placed thereon, marketissued under applicable Gaming Laws that are necessary for a Company to own and operate its Gaming facilities and related amenities), promote, distribute, importexcept those the absence of which, or export non-compliance with which, has not been and would not reasonably be expected to be, individually or in the Productsaggregate, each material to the Company Entities, taken as a whole. (c) Neither Company, nor, to the knowledge of which Permits is set forth on Schedule 4.18(b); (ii) Seller, any of such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller Company’s directors, managers, officers or any of its Persons performing management functions similar to officers, employeesor other required employees has received any written claim, contractors and agents is in material breach demand, notice, complaint, court order or violation ofadministrative order from any Governmental Authority since May 6, 2016 under, or default underrelating to, any such Permit. Each violation or possible violation of Seller and its officersany Gaming Laws related to actions or inactions at the Property that did or would be reasonably likely to result in fines or penalties, employeesother than claims, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, notices or demands arising from COVID-19-related violations the applicable Governmental Authority necessary to maintain all of such Permits fines for which did not exceed $50,000 in full force and effect. the aggregate. (d) To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending orfacts that, if known to Seller’s Knowledgeany Gaming Authority, threatened, which would reasonably be expected to result in the revocation, cancellation limitation or suspension of a Gaming Approval of any Company or any of its directors, managers, officers or Persons performing management functions similar to officers, or other required employees. Neither Company has, and to the Knowledge of Seller, none of such PermitCompany’s directors, managers, officers or Persons performing management functions similar to officers, or other required employees, has suffered a suspension, denial, non-renewal, material limitation or revocation of any Gaming Approval. (e) During all periods for which any applicable statute of limitations has not expired, neither Seller, a Company nor any of their respective Affiliates (nor, to Seller’s Knowledge, any director, officer or employee thereof) has offered, paid, promised to pay, or authorized the payment of, or offered, given, promised to give, or authorized the giving of any unlawful contribution, payment, kickback, bribe, gift, gratuity, or entertainment, and each Company is in compliance with and have, during all periods for which any applicable statute of limitations has not expired, complied with, the applicable provisions of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and any applicable non-U.S. anti-corruption Laws. Seller Neither Seller, nor any of its Affiliates (nor, to Seller’s Knowledge, any director, officer or employee thereof), is (i) currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and/or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation, including those relating to money laundering, anti-terrorism, trade embargos and economic sanctions, (ii) a Person with whom a citizen of the U.S. is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of applicable U.S. Law, or (iii) a department, agency or instrumentality of, or otherwise controlled by or acting on behalf of, the government of any country or region that is the sole and exclusive owner target of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrationsthe several economic sanctions programs administered by the OFAC.

Compliance with Laws; Permits. (a) Since January 1, 2019: (i) Seller Each of the Company and its Subsidiaries is in compliance, and since December 25, 2004 has complied complied, in all material respects with all Laws applicable to the Purchased Assetsrespects, the Products or the Business; (ii) the Purchased Assets and their uses comply in all material respects with all applicable Laws; Laws relating to the Company or any of its Subsidiaries or any of their respective businesses or properties and (iii) Seller is not subject to no investigation or review by any outstanding Governmental Order Entity with respect to the Purchased Assets, the Products or the Business. (b) Each (i) of Seller and its officers, employees, contractors and agents has been duly granted all Permits required or necessary for the conduct of the Business as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller Company or any of its officersSubsidiaries is pending or, employeesto the knowledge of the Company, contractors threatened, nor has any Governmental Entity indicated to the Company or any of its Subsidiaries an intention to conduct the same. As of the date hereof, the Company and agents is in material breach or violation of, or default under, any such Permit. Each each of Seller and its officers, employees, contractors and agents has filed Subsidiaries hold all material reportspermits, notifications licenses and filings variances, exemptions, orders, approvals, authorizations, certificates, filings, franchises, notices and rights of all Governmental Entities (the “Permits”) necessary for each of them to own, lease or operate its assets and properties and for the lawful conduct of its business as currently conducted. The Company and each of its Subsidiaries are in compliance with, and since December 25, 2004 have paid complied, in all regulatory fees tomaterial respects, with the terms of its Permits. (ii) The Company and each of its officers and directors are in compliance with, and since December 25, 2004 have complied, in all material respects, with (A) the applicable Governmental Authority necessary to maintain all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under such Permits in full force Act (the “Xxxxxxxx-Xxxxx Act”) or the Exchange Act and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration(B) the applicable listing and corporate governance rules and regulations of the National Association of Securities Dealers. There are no Actions pending oroutstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its Subsidiaries has made any loans to Sellerany executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiaries. Each Company Report that was required to be accompanied by the certifications required to be filed or submitted by the Company’s Knowledgeprincipal executive officer and principal financial officer pursuant to the Xxxxxxxx-Xxxxx Act was accompanied by such certification and, threatened, which would reasonably be expected to result in at the revocation, cancellation time of filing or suspension of any such Permit. Seller is the sole and exclusive owner submission of each such Permit certification, to the knowledge of the Company, such certification was true and has not granted any right of reference accurate and complied with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrationsthe Xxxxxxxx-Xxxxx Act.

Compliance with Laws; Permits. (a) Since January 1Except as set forth on Schedule 3.6(a), 2019: (i) Seller each of the Company and the Subsidiary has complied at all times since inception and presently is in compliance with all foreign and domestic (federal, state and local) laws, statutes, ordinances, rules, regulations and bodies of law, including, without limitation, Environmental Laws (as defined in Section 3.6(b)(ii)) (collectively, "Laws") and Orders (as defined in Section 3.7(a)) in all material respects with all Laws applicable to respects. Except as set forth on Schedule 3.6(a), since the Purchased Assetsearlier of the Company's inception and the Subsidiary's inception, none of the Company, the Products Subsidiary nor any Seller is aware of, nor have any of them received, any notice of any alleged material failure to comply with any Law. A complete and correct list of each material license, permit, consent, registration, certificate, franchise, approval, order or other authorization of any Governmental Entity (as defined in Section 3.7 (a)) (each, a "Permit") held by the Company or the Business; (ii) the Purchased Assets and their uses comply in all material respects with all applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order with respect to the Purchased Assets, the Products or the Business. (b) Each (i) of Seller and its officers, employees, contractors and agents has been duly granted all Permits required or necessary for the conduct of the Business as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits Subsidiary is set forth on Schedule 4.18(b3.6(a); (ii) . Except as set forth on Schedule 3.6(a), the Company and the Subsidiary have all Permits required for the conduct of such its business. All of the Company's and the Subsidiary's Permits are valid and in full force and effect, and the Company and the Subsidiary have duly performed and are in compliance with all of their obligations under such Permits. No event (including without limitation the execution, delivery and performance of this Agreement and the consummation of the Merger) has occurred with respect to such Permits are held which allows, or after notice or lapse of time or both would allow, the suspension, limitation, revocation, non-renewal or termination thereof or would result in any other material impairment of the rights of the Company in and under any of such Permits, and no terminations thereof or proceedings to suspend, limit, revoke or terminate any Permit have been threatened. (i) None of the Company, the Subsidiary or any Seller has received any notices, directives, violation reports, actions or claims or other communications from or by any Affiliate of Seller. None of Seller foreign, federal, state or local governmental agency or any other Person concerning the Company or the Subsidiary or any of its officerstheir predecessors and any Environmental Laws (as defined in Section 3.6(b)(ii)), employeesincluding, contractors and agents is in material breach without limitation, requests to perform any investigatory or violation ofremedial activity, or default underalleging that, in connection with Hazardous Materials (as defined in Section 3.6(b)(ii)), conditions at any real properties owned or leased by the Company or the Subsidiary or their predecessors have resulted in or caused or threatened to result in or cause injury or death to any Person or damage to any property, including, without limitation, damage to natural resources, and, to the knowledge of the Company and the Sellers, no such Permit. Each of Seller and its officersnotices, employeesdirectives, contractors and agents has filed all material violation reports, notifications and filings withactions, and have paid all regulatory fees toclaims, assessments or allegations exist; (ii) neither the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s KnowledgeCompany nor the Subsidiary currently leases, there is no basis for believing operates or owns any real properties that all such Permits will not be renewable upon expiration. There are no Actions pending listed or, to the knowledge of the Company or any Seller’s Knowledge, are threatened to be listed on a "Superfund" list or with respect to which there is any pending proceeding or investigation under any Environmental Law and, to the knowledge of the Company and the Sellers, no such proceeding or investigation is threatened; (iii) throughout the period of operation of any real properties by the Company and the Subsidiary, the Company and the Subsidiary have operated and continue to operate such real properties in material compliance with all Environmental Laws; (iv) to the knowledge of the Company and the Sellers, no underground or above-ground storage tanks either are, or have been, located at, on, under, about, or within any of such real properties; (v) there has been no spill, discharge, release, contamination or cleanup by the Company or the Subsidiary of any Hazardous Materials used, generated, treated, stored, disposed of or handled by the Company or the Subsidiary at such real properties in a manner which would reasonably be expected give rise to result in any Liability under any Environmental Laws and, to the revocationknowledge of the Company and the Sellers, cancellation no spill, discharge or suspension release or contamination or cleanup by the Company or the Subsidiary of any Hazardous Materials has occurred on or to such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted real properties by any right of reference with respect thereto. Schedule 4.18(b) also includes third party in a list of all Products Registrations.manner which would give rise to any Liability under any Environmental Laws;

Compliance with Laws; Permits. (a) The business and operations of the Company and each Company Subsidiary are and, since January 1, 2014, have been in compliance with all applicable Laws in all material respects. Since January 1, 2019: 2014, neither the Company nor any of the Company Subsidiaries has been charged in writing by a Governmental Entity with a material violation of any Law and no written notice has been received by the Company or any of the Company Subsidiaries alleging a material violation of or liability or potential responsibility under any Law. The Company and each Company Subsidiary owns, holds or possesses all permits, licenses, franchises, privileges, immunities, orders, approvals and other authorizations from Governmental Entities that are used or necessary to entitle the Company and the Company Subsidiaries to own or lease, operate and use its assets and to carry on and conduct its business substantially as currently conducted (i) Seller collectively, the “Company Permits”), except as has complied not been or would not reasonably be expected to, individually or in the aggregate, be materially adverse to the Company and the Company Subsidiaries. Section 3.9.1 of the Disclosure Schedule lists each material Company Permit as of the date hereof. The Company or the applicable Company Subsidiary possesses all right, title and interest in and to, and has fulfilled and performed its obligations in all material respects with all Laws applicable under, each of the material Company Permits, and each of the material Company Permits is valid, binding and in full force and effect. The Company is not in material default under any Company Permit. (b) Neither the Company, nor any Company Subsidiary nor, to the Purchased AssetsKnowledge of the Company, any director, officer, agent or employee of the Company or any Company Subsidiary has, on behalf of the Company or any Company Subsidiary or in his or her capacity as a director, officer, agent or employee of the Company or any Company Subsidiary, directly or indirectly violated any applicable Law, rule or regulation of any Governmental Entity (including the Foreign Corrupt Practices Act of 1977, as amended) related to any illegal contribution, gift, bribe, rebate, payoff, influence payment, kickback, or other improper payment to any Person, regardless of form, whether in money, property, or services. None of (x) the Company or any of the Company Subsidiaries, or (y) to the Knowledge of the Company, any of their directors, officers or employees, in each case acting on behalf of the Company or a Company Subsidiary or in his or her capacity as a director, officer, agent or employee of the Company or any Company Subsidiary, or any Person acting for or at the direction of any the Company or a Company Subsidiary, (i) has been or is designated on, or is owned or controlled by any party that has been or is designated on, any list of restricted parties maintained by the U.S. Department of the Treasury, the Products Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons List, the U.S. Department of Commerce’s Denied Persons List or Entity List, the Debarred List maintained by the U.S. Department of State, General Services Administration’s Excluded Parties List System, or the Business; List of Excluded Individuals and Entities maintained by the Office of Inspector General of the U.S. Department of Health and Human Services, (ii) has made, paid or received any unlawful bribes, kickbacks or other similar payments, or (iii) has made or paid any illegal contributions, directly or indirectly, to a foreign political party or candidate. (c) The Company and the Purchased Assets Company Subsidiaries are, and their uses comply during the past six (6) years have been, in compliance in all material respects with all applicable health care Laws, including, without limitation, those relating to third-party reimbursement (including, but not limited to, Medicare, Medicaid, TRICARE, the veterans’ programs and other Federal Health Care Programs), the Federal Health Care Program anti-kickback law, 42 U.S.C. § 1320a-7b(b) and any applicable state anti-kickback Law (“Anti-Kickback Law”), the federal physician self-referral law, 42 U.S.C. § 1395nn and any applicable state physician self-referral Law (“Xxxxx Law”), the federal False Claims Act, 31 U.S.C. § 3729 et seq. and any applicable state false claim or fraud Law (“False Claims Act Law”), the federal civil monetary penalty statute, 42 U.S.C. § 1128A(a)(5), the Health Insurance Portability and Accountability Act of 1996, Pub. Law 104-99 and all applicable state Laws related to privacy and security of health information, applicable sections of the Social Security Act and any other Law that affects reimbursement or right to payment from, or participation in state or Federal Health Care Programs. (d) The Company and each of the Company Subsidiaries is in good standing in all material respects under all Federal Health Care Programs, including the Medicare and Medicaid programs, and with the health maintenance organizations, preferred provider organizations, health benefit plans, health insurance plans, workers’ compensation and other third party reimbursement and payment programs in which the Company or the applicable Company Subsidiary is a participating provider (collectively with the Federal Health Care Programs, the “Payment Programs”). To the Knowledge of the Company, as of the date hereof, there are no pending or threatened in writing terminations or cancellations to the participation by the Company or the applicable Company Subsidiary in any applicable Payment Program and, to the Knowledge of the Company, there has been no adverse change in reimbursement rates under applicable Payment Programs (excluding Federal Health Care Programs) since the Current Balance Sheet Date. The Company and the Company Subsidiaries are in compliance in all material respects with all applicable provider participation requirements of the Payment Programs. (e) Neither the Company, nor any Company Subsidiary nor, to the Knowledge of the Company, any of their respective current employees or independent contractors has been (i) excluded from participation in any Federal Health Care Program, or (ii) received written notice of an actual, pending or threatened final adverse action, as that term is defined in 42 U.S.C. § 1320a-7e(g). (f) Since January 1, 2014, neither the Company nor any Company Subsidiary has (A) had a civil monetary penalty assessed against it under Section 1128A of the Social Security Act or any regulations promulgated thereunder; (B) been convicted of, charged with or indicted for a Medicare, Medicaid or other Federal Health Care Program related criminal offense, or convicted of, charged with or indicted for a criminal violation of federal or state law relating to fraud, theft, embezzlement, breach of fiduciary responsibility, financial misconduct, obstruction of an investigation or controlled substances or (C) been excluded or suspended from participation in Medicare, Medicaid or any other Federal Health Care Program, or have been disbarred, suspended or are otherwise ineligible to participate in Federal Health Care Programs. During the past six (6) years, the Company and each Company Subsidiary has not employed, arranged or contracted with, directly or indirectly, any individual or entity that was suspended, excluded or disbarred from participation in, or otherwise ineligible to participate in, a Federal Health Care Program at the time that such individual or entity provided services to the Company or any Company Subsidiary, except, in each case, for any such non-compliance which would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries. (g) The Company and each Company Subsidiary, to the extent applicable to their operations, (i) are eligible to receive payment under Titles XVIII and XIX of the Social Security Act, and (iiiii) Seller are providers under existing provider agreements with the Medicare program through applicable intermediaries and with each state Medicaid program under which they are providers, except where such inability would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries. (h) During the past six (6) years, each therapist or other health care professional employed by or under contract with the Company or any Company Subsidiary holds, and held throughout the period of the employment or contract, a current professional license or certification or similar governmental authorization to perform his or her duties on behalf of the Company and the Company Subsidiaries, to the extent required by applicable Laws, and to the Knowledge of the Company no proceeding to revoke, cancel, rescind, modify or refuse to renew any such professional license or certification or similar governmental authorization is not subject to pending or has been threatened in writing. (i) Set forth in Section 3.9.1(i) of the Disclosure Schedule is a true and complete list as of the date hereof of all of the Company’s and each Company Subsidiary’s Federal Health Care Program and third-party payor provider numbers and which outpatient clinics are billing for services rendered utilizing each provider number. Neither the Company nor any outstanding Governmental Order Company Subsidiary has received written notice from any governmental agency, fiscal intermediary, carrier or similar entity which enforces or administers the statutory or regulatory provisions with respect to any Federal Health Care Program, or from any third-party payor, of any pending or threatened investigations, and to the Purchased AssetsKnowledge of the Company no such investigations are pending or threatened in writing, which would, individually or in the Products aggregate, be material to the Company and the Company Subsidiaries. To the Knowledge of the Company, no action is pending to suspend, limit, terminate, or revoke the Businessstatus of the Company or any Company Subsidiary as a provider in any such program, and neither the Company nor any Company Subsidiary has been provided written notice by any such third-party payor of its intention to suspend, limit, terminate, revoke, or fail to renew any contractual arrangement with the Company or any Company Subsidiary as a participating provider of services in whole or in part. All returns, cost reports and other filings made by the Company or any Company Subsidiary with Medicare, Medicaid or any other governmental health care program or third-party payor are complete and accurate except where the failure to be so complete and accurate would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries. (bj) Each Since January 1, 2014, the Company and each Company Subsidiary has not received any written notice of denial of payment or overpayment of a material nature from a Federal Health Care Program or any other third-party reimbursement source (iinclusive of managed care organizations) with respect to items or services provided by the Company or any Company Subsidiary, other than those which have been finally resolved in any settlement for an amount less than $100,000. Neither the Company nor any Company Subsidiary (A) is subject to a “focused review “ or “recovery audit contractor “ (“RAC “) audit of claims by Medicare, a “zone program integrity contractor “ (“ZPIC “) audit, a “comprehensive error rate testing “ (“CERT “) review, a “Medicaid Integrity Program “ (“MIC “) audit, or any other type of audit, review or other investigation by any Governmental Entity or Health Care Program and, to the Knowledge of the Company, no such audit, review, or investigation is pending or threatened in writing, (B) is a party to a “Corporate Integrity Agreement “, “Certification of Compliance Agreement “ or similar government-mandated compliance program or obligations or (C) is subject to ongoing reporting obligations pursuant to any settlement agreement entered into with any Governmental Entity. Since January 1, 2014, neither the Company nor any Company Subsidiary (W) has been the subject of any investigation conducted by any federal or state enforcement agency, (X) has been a defendant in any qui tam/False Claims Act litigation, (Y) has been served with or received any search warrant, subpoena or civil investigative demand by or from any federal or state enforcement agency with respect to health care Laws, or (Z) has received written notice from a Federal Health Care Program or any other third-party reimbursement source (inclusive of managed care organizations) of Seller any pending or threatened claims, proceedings, investigations or surveys specifically with respect to, or arising out of, items or services provided by the Company or any Company Subsidiary, and its officersto the Knowledge of the Company, employeesno such investigation or survey is pending or threatened in writing which would, contractors individually or in the aggregate, be material to the Company and agents the Company Subsidiaries (except, in each case, pre-payment or post-payment audits or adjustments in the ordinary course of business that would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries). The Company has provided to Buyer a summary of the Company’s current compliance program materials. (k) All billing by, or on behalf of, the Company or any Company Subsidiary to third-party payors, including, but not limited to, Federal Health Care Programs and insurance companies has been duly granted true and correct in all Permits required material respects except where the failure to be so complete and accurate would not, individually or necessary in the aggregate, be material to the Company and the Company Subsidiaries. All outpatient physical therapy services furnished to Medicare beneficiaries by any Person providing professional or other services for the conduct or on behalf of any of the Business as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller Company or any of its officers, employees, contractors and agents is in material breach Company Subsidiary have been furnished by individuals qualified as a physical therapist or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees toan appropriately supervised physical therapist assistant as required by 42 C.F.R. §§ 410.60 & 484.4, the applicable Governmental Authority necessary Medicare Benefit Policy Manual and the Medicare State Operations Manual, except where the failure to maintain all of such Permits in full force and effect. To Seller’s Knowledgebe so qualified would not, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result individually or in the revocationaggregate, cancellation or suspension of any such Permit. Seller is be material to the sole Company and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrationsthe Company Subsidiaries.

Compliance with Laws; Permits. (a) Since January 1, 2019: (i) Each Seller has complied in all material respects complied, and is now complying, with all Laws applicable to the Purchased AssetsBusiness, except for any non-compliance that, individually or in the Products aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect. No Seller has received in the last twelve (12) months any written notice from any Governmental Authority regarding (i) any actual, alleged, or the Business; potential violation of, or failure to comply with, any Law, or (ii) any actual, alleged, or potential obligation on the Purchased Assets and their uses comply part of such Seller to undertake, or to bear all or any portion of the cost of, any remedial action, in all material respects with all applicable Laws; and (iii) Seller is each case, except as would not subject to any outstanding Governmental Order with respect to the Purchased Assets, the Products or the Businesshave a Material Adverse Effect. (b) Each (i) of Seller and its officers, employees, contractors and agents has been duly granted all All material Permits required or necessary for the Sellers to conduct of the Business as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits have been obtained and are valid and in full force and effect. No All fees and charges with respect to such Permits as of the date hereof have been paid in full. Section 3.18(b) of the Disclosure Schedules lists all current Permits issued to each Seller that are held by used in the operation of the Business and are substantively related to the nature of the Business, including the names of the Permits and their respective dates of issuance and expiration. No Seller has received in the last twelve (12) months any Affiliate of Seller. None of Seller written notice from any Governmental Authority regarding (i) any actual, alleged, or any of its officers, employees, contractors and agents is in material breach or potential violation of, or default underfailure to comply with, any such Permit. Each , or (ii) any actual, proposed, or potential revocation, suspension, modification, lapse, or limitation of Seller any Permit. (c) As of the date of Parent’s last quarterly report on Form 10-Q: (i) The Parent maintained disclosure controls and its officersprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) sufficient to ensure that information relating to the Business that is material to Parent would be made known to the principal executive officer and principal financial officer of the Parent by others within the Sellers. (ii) The Parent maintained internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, employeesincluding the financial statements of Sellers as consolidated subsidiaries, contractors and agents has filed all in accordance with generally accepted accounting principles. (iii) There were no significant deficiencies or material reports, notifications and filings with, and have paid all regulatory fees to, weaknesses in the applicable Governmental Authority necessary to maintain all design or operation of such Permits in full force and effect. To SellerParent’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, internal control over financial reporting which would have been reasonably be expected likely to result adversely affect the Parent’s ability to record, process, summarize and report financial information, including financial information regarding the Business and the Sellers that is material to Parent. (iv) There had been no fraud, whether or not material, involving management or other employees who had a significant role in the revocation, cancellation or suspension of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products RegistrationsParent’s internal control over financial reporting.

Compliance with Laws; Permits. (a) Since January 1, 2019: (i) Seller has complied The Company and the Subsidiary are each in compliance in all material respects with all Laws applicable to them, their respective properties and assets and the Purchased Assets, the Products or the Business; (ii) the Purchased Assets and their uses comply in all material respects with all applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order with respect to the Purchased Assets, the Products or conduct of the Business. (b) Each (iSchedule 4.8(b) sets forth a complete and correct list of Seller all Permits, excluding Environmental Permits, held by the Company or the Subsidiary, which constitute all material Permits, other than Environmental Permits, that are required under all applicable Laws to own or lease and its officersoperate the properties and assets that each purports to own or lease and operate, employees, contractors to manufacture or market the Products and agents has been duly granted all Permits required or necessary for the to conduct of the Business as conducted by Seller, including all currently conducted. All Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on listed in Schedule 4.18(b); (ii4.8(b) of such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors effect and agents neither the Company nor the Subsidiary is in material breach default under or in material violation of (and, to the Knowledge of the Company, no event has occurred that, with notice or the lapse of time or both, would constitute a material default under or material violation of) any Permit listed in Schedule 4.8(b). There is no Legal Proceeding pending or, to the Knowledge of the Company, threatened against the Company or the Subsidiary that, if determined adversely to the Company, would result in the revocation, cancellation, suspension or any other adverse modification of any Permit listed in Schedule 4.8(b). (c) Except as set forth on Schedule 4.8(c), during the last three years the Company has not received, nor has it been subject to, any Form 483s, FDA warning letters, adverse inspection, compelled or voluntary recall, market withdrawal or replacement, post-sale warning, investigation, penalty for corrective or remedial action or corrective action plan, in each case relating to the Products or the Facility or any other facility in which the Products were manufactured or stored, by any Regulatory Authority. For each Product, the Company has made available to Purchaser a complete and correct Regulatory File and such Regulatory Files contain complete and correct copies of all adverse event reports relating to the Products for the period and to the extent that such adverse event reports are required by Law to be maintained. (d) Except as set forth on Schedule 4.8(d), during the last three years the Company has been in compliance in all material respects with current good manufacturing practices as regulated or required by the Regulatory Authorities. (e) During the last three years, except as set forth in the Regulatory Files made available to Purchaser or on Schedule 4.8(e), neither the Company nor the Subsidiary has received or been subject to any untitled letters or, to the Knowledge of the Company, oral communication or correspondence, in each case from the FDA (i) alleging that the Products, the Facility or the other facilities in which the Products are manufactured or stored are not or were not in compliance with all applicable Laws, clearances, Permits, exemptions, guidance or guidelines, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to(ii) alleging that the Products, the applicable Governmental Authority necessary to maintain all Facility or the other facilities in which the Products are manufactured or stored are or were the subject of such Permits any pending, threatened or anticipated Legal Proceedings by a Regulatory Authority. (f) Except as set forth on Schedule 4.8(f): (i) the Product Approvals are in full force and effect. To Seller’s Knowledge, ; (ii) there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions Legal Proceeding by any Governmental Body pending or, to Seller’s Knowledgethe Knowledge of the Company, threatened, which would reasonably be expected to result in threatened seeking the revocation, cancellation recall of the Products or the revocation or suspension of any such Permit. Seller is of the sole Product Approvals and exclusive owner of each such Permit and (iii) the Company has not granted received written notice of any right loss of reference or refusal to renew any Product Approval held by the Company or the Subsidiary. The Company has made available to Purchaser complete and correct copies of all the Product Approvals and Regulatory Applications. (g) Neither the Company, nor, to the Knowledge of the Company, any employee or agent of the Company has made an untrue statement of material fact or fraudulent statement to the FDA or any other Governmental Body with respect thereto. Schedule 4.18(bto any Product or failed to disclose a material fact required to be disclosed to any Governmental Body. (h) also includes a list None of all Products Registrationsthe Company, the Subsidiary or any of their current employees, or former employees during the time of their employment with the Company, has been debarred or received written notice of action or, to the Knowledge of the Company, threat of any Legal Proceeding with respect to debarment under the provisions of 21 U.S.C. § 335a, any other federal Law or any equivalent provision in any applicable jurisdiction.

Compliance with Laws; Permits. (a) Since January 1Seller, 2019: (i) Seller has complied the Company and the Company’s Subsidiaries are in compliance in all material respects with all Laws applicable to the Purchased AssetsCompany or any of its Subsidiaries, any properties or other assets of the Company or any of its Subsidiaries or any of the businesses or operations of the Company or any of its Subsidiaries. Except as set forth on Schedule 3.11, the Products or the Business; Company and each of its Subsidiaries (iia) the Purchased Assets hold all material permits, licenses and their uses comply approvals (“Permits”) and (b) are (and since January 1, 2006 have been) in compliance in all material respects with the terms of all such Permits. Except as set forth on Schedule 3.11, since January 1, 2006, neither Seller, the Company nor any of the Company’s Subsidiaries has received written notice to the effect that a Governmental Agency (a) claimed or alleged that the Company or any of its Subsidiaries was not in compliance in any material respect with any Laws applicable Laws; and to the Company or any of its Subsidiaries, any of their properties or other assets or any of their businesses or operations or (iiib) Seller is was considering the amendment, termination, revocation or cancellation of any material Permit, in each case, except where any such notice has been withdrawn or the matters underlying such notice have been rectified or otherwise cured without any continuing obligations or Liabilities with respect to Seller, the Company or any of the Company’s Subsidiaries. Since January 1, 2006, to the Knowledge of Seller, no officer, director or employee of the Company or any of its Subsidiaries has received written notice to the effect that a Governmental Agency claimed or alleged that such officer, director or employee was not subject in compliance in any material respect with any Laws applicable to such officer, director or employee, in such capacity, except where any outstanding Governmental Order such notice has been withdrawn or the matters underlying such notice have been rectified or otherwise cured without any continuing obligations or Liabilities with respect to the Purchased Assets, the Products or the Business. (b) Each (i) of Seller and its officers, employees, contractors and agents has been duly granted all Permits required or necessary for the conduct of the Business as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller Company or any of its officers, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocation, cancellation or suspension of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products RegistrationsSubsidiaries.

Compliance with Laws; Permits. (a) Since January 1Except as has not resulted in and would not reasonably be expected to result in, 2019: individually or in the aggregate, a Company Material Adverse Effect, (i) Seller each Company Entity is, and since December 31, 2017, has complied been, in all material respects compliance with all Laws applicable to the Purchased AssetsLaws, the Products or the Business; (ii) since December 31, 2017, no Company Entity has received any written notice from a Governmental Authority alleging that any Company Entity has violated any applicable Law and (iii) to the Purchased Assets Company’s Knowledge, no event has occurred that, with or without the giving of notice, lapse of time or both, would constitute a default or violation by any Company Entity under any applicable Law. (b) Except as has not resulted in and their uses comply would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect: (i) each Company Entity holds, and since December 31, 2017, has held, all Permits necessary for the lawful conduct of its business and the use of its assets as currently conducted, and all such Permits are and have been valid, subsisting and in full force and effect; (ii) each Company Entity is, and since December 31, 2017, has been, in compliance with all such Permits, and, to the Company’s Knowledge, no event has occurred since December 31, 2017, that, with or without notice or lapse of time or both, would be a default or violation of any such Permit; (iii) there are no, and since December 31, 2017, there have been no, Actions pending or, to the Company’s Knowledge, threatened that assert any violation of any such Permit or seek the revocation, cancellation, suspension, limitation or adverse modification of any such Permit; and (iv) since December 31, 2017, no Company Entity has received any written notice alleging that any Company Entity is not in compliance with, or has violated, any such Permit, notifying any Company Entity of the revocation or withdrawal of any such Permit or imposing any condition, limitation, modification, amendment, cancellation or termination of any such Permit. (c) Except as has not resulted in and would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect: (i) since December 31, 2017, no Company Entity and, to the Company’s Knowledge, no officer, director or manager of a Company Entity, has entered into or been a party to any Contract (including any settlement or corporate integrity agreement) with any Governmental Authority relating to any actual or alleged violation of any applicable Law; (ii) no Company Entity and, to the Company’s Knowledge, no officer, director or manager of a Company Entity, since December 31, 2017, (1) is or has been subject to any actual or, to the Company’s Knowledge, threatened investigation, non-routine audit, sanction, program integrity review, suit, arbitration, mediation or other Action or proceeding by a Governmental Authority, including in respect of a Government Sponsored Health Care Program, which alleges or asserts that any Company Entity or any officer, director or manager of a Company Entity has violated any applicable Law, (2) has received any written notice, citation, suspension, revocation, limitation, warning, or request for repayment or refund issued by a Governmental Authority, including in respect of a Government Sponsored Health Care Program, which alleges or asserts that any Company Entity or any officer, director or manager of a Company Entity has violated any applicable Law that has not been fully and finally resolved; (iii) since December 31, 2017, (1) the billing, coding, and claims practices of the Company Entities are, and have been, in compliance in all material respects with all applicable Laws and Company Material Contracts, (2) each Company Entity has timely paid or caused to be paid all known and undisputed refunds, overpayments or adjustments that have become due by such Company Entity to a Governmental Authority or Health Care Program, (3) each Company Entity has implemented and maintained a compliance program, including policies, procedures, training and implementation of corrective actions as needed, intended to ensure compliance with all applicable Health Care Laws; , including billing, coding and claims requirements, and each Company Entity is operated in compliance in all material respects with such compliance programs, including training of workforce members when hired and periodically thereafter and (iii4) Seller is not subject to the Company’s Knowledge, there are no facts or circumstances that would give rise to any outstanding Governmental Order disallowance, recoupment, denial of payment, suspension of payment, overpayment, or penalty Action against any Company Entity, except as accrued for by any Company Entity in accordance with respect GAAP; (iv) since December 31, 2017, none of the Company Entities, any current director, officer, manager, employee or, to the Purchased AssetsCompany’s Knowledge, the Products any contractor or the Business.agent thereof in his or her capacity as such has knowingly made any untrue statement of fact or fraudulent statement or knowingly failed to disclose a fact required to be disclosed, in each case, to any Governmental Authority, including any such statement that could cause a Governmental Authority to take an enforcement or regulatory action in connection with a Company Entity, its business or any such director, officer, manager, employee, contractor or agent; (b1) Each (i) of Seller each Company Entity has adopted and its implemented policies, procedures, trainings and programs, as applicable, reasonably designed to assure that their respective directors, officers, employees, contractors agents, brokers, producers, contractors, vendors, field marketing organizations, third-party marketing organizations and agents similar entities with which they do business are in compliance with all applicable Laws, and (2) since December 31, 2017, each Company Entity has been duly granted prepared, submitted and implemented any corrective action plans, and prepared and submitted other filings or responses, as applicable, required to be prepared and submitted in response to all Permits required third-party audits, inspections or necessary for the conduct examinations of such Company Entity’s business; (vi) each of the Business as conducted by Selleremployees and, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the ProductsCompany’s Knowledge, each of which Permits the Providers providing material clinical, medical, dental, pharmacy or other professional services for or on behalf of a Company Entity that requires a Permit holds a valid and unrestricted Permit to provide such services and is set forth performing only those services for or on Schedule 4.18(b); (ii) behalf of the Company that are permitted by such Permit, and each Company Entity verifies before hire of each such employee and periodically thereafter that all such Permits held by employees are valid and unrestricted; (vii) each Company Entity is in full force compliance with the conditions of participation and effect. No such Permits are held conditions of payment for provider or supplier agreements or other Contracts for any Health Care Programs in which it participates, since December 31, 2017, none of the Company Entities is or has been terminated or suspended from participation in or had its billing privileges terminated or suspended by any Affiliate of Seller. None of Seller or any of its officersHealth Care Program, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, to the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To SellerCompany’s Knowledge, there is no basis for believing reason to believe that all any such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which termination or suspension would reasonably be expected to occur, and, to the Company’s Knowledge, no Company Entity is under audit or investigation by any Zone Program Integrity Contractor; (viii) since December 31, 2017, no Company Entity or, to the Company’s Knowledge, any director, officer or employee thereof has been or is currently suspended, excluded or debarred from contracting with the federal or any state government or from participating in any Government Sponsored Health Care Program or subject to any Action by any Governmental Authority that could result in such suspension, exclusion or debarment and prior to hire or engagement and monthly thereafter, the revocationCompany verifies that no officer, cancellation director, manager, employee or suspension other Person providing clinical or medical services to or on behalf of any Company Entity is suspended, excluded or debarred from contracting with the United States federal or any state government or excluded from participation in any Government Sponsored Health Care Program; and (ix) since December 31, 2017, no Company Entity or, to the Company’s Knowledge, any director, officer or employee thereof (1) has been assessed a civil monetary penalty under Section 1128A of the Social Security Act, (2) has been convicted of any criminal offense relating to the delivery of any item or service under any Government Sponsored Health Care Program or (3) is or has been a party to or subject to any Action concerning any of the matters described in the foregoing clauses (1)–(2). (d) Section 3.8(d) of the Company Disclosure Schedule sets forth each Company Subsidiary that is a Regulated Business (each, a “Company Regulated Subsidiary”), the Permits establishing such PermitCompany Regulated Subsidiary as a Regulated Business and the state where each Company Regulated Subsidiary is domiciled or commercially domiciled for Regulated Business purposes. Seller is the sole and exclusive owner of each such Permit and Except as has not granted resulted in and would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect: (1) since December 31, 2017, each Company Regulated Subsidiary has filed all reports, data, financial statements, documents, agreements, claims, submissions, notices, registrations, Company Subsidiary SAP Statements and all other Filings (including Filings related to premium rates, rating plans, policy terms and other terms established or used by such Company Regulated Subsidiary), together with any right of reference amendments required to be made with respect thereto, that it was required to file with any Governmental Authority, including CMS, state insurance departments, state departments of health, other applicable state Medicaid agencies, and any other agencies with jurisdiction over the Health Care Programs and including Filings that it was required to file under the Patient Protection and Affordable Care Act (Pub. Schedule 4.18(bL. 111-148) also includes as amended by the Health Care and Education Reconciliation Act of 2010 (Pub. L. 111-152), and (2) all such Filings were correct and in compliance in all material respects with applicable Law when filed (or were timely corrected in or supplemented by a list subsequent filing) and no deficiencies have been asserted by any Governmental Authority related to any such Filing which have not been fully and finally resolved; (ii) since December 31, 2017, each Company Entity has performed its obligations related to the Company Subsidiary Insurance Agreements under the terms thereof in all material respects; (iii) since December 31, 2017, all premium rates, rating plans and policy terms established or used by the Company or any Company Regulated Subsidiary that are required to be filed with or approved by any Governmental Authority have been so filed or approved and the premiums charged conform to the premiums so filed and/or approved and comply with applicable Insurance Laws; and (iv) each of all Products Registrationsthe Company Regulated Subsidiaries that participates in such Government Sponsored Health Care Programs meets the requirements for participation (including compliance with applicable contractual participation requirements) in, and receipt of payment from, the Government Sponsored Health Care Programs in which such Company Regulated Subsidiary currently participates.

Compliance with Laws; Permits. Except as disclosed in Section 3.5 of the Company Disclosure Letter: (a) Since January 1, 2019: (i) Seller has complied No Group Company is in violation of any applicable Law in any material respect. The business of each Group Company as currently conducted and as planned to be conducted are in compliance with all applicable Laws in all material respects with all Laws applicable and to the Purchased AssetsKnowledge of the Company, the Products or the Business; (ii) the Purchased Assets and their uses comply no Group Company has received any notice from any Governmental Authority or, is under investigation, in all material respects with all applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order each case with respect to the Purchased Assets, the Products or the Businessa material violation of any applicable Law. (b) Each (i) of Seller and its officers, employees, contractors and agents Group Company has been duly granted obtained all material Permits required or necessary for the conduct of the Business business as conducted by Sellercurrently conducted. No such Permit contains any burdensome restrictions or conditions, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, and each of which Permits such Permit is set forth on Schedule 4.18(b); (ii) of such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors effect and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits will remain in full force and effecteffect upon the consummation of the transactions contemplated hereby. To Seller’s KnowledgeNone of the Group Companies is in default under any such Permit in any material respects, and, to the Knowledge of the Company, there is no basis for believing Action by any Governmental Authority pending against any Group Company that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to likely result in the revocation, withdrawal, suspension, cancellation or termination of any such Permit which would have a Company Material Adverse Effect. (c) To the Knowledge of the Company, since January 1, 2019, none of the Group Companies has received any letter or other written communication from and there has not been any public notice of a type customary as a form of notification of such matters in the jurisdiction by, any Governmental Authority threatening in writing or providing notice of (i) the revocation or suspension of any such PermitPermit issued to any Group Company or (ii) the need for compliance or remedial actions in respect of the activities carried out by any the Group Company, which revocation, suspension, compliance or remedial actions (or the failure of any Group Company to undertake them) would have a Company Material Adverse Effect. (d) None of the Group Companies, or their respective officers, directors or, nor to the Knowledge of the Company, their respective Affiliates, employees or agents acting for or on behalf of the Company: (i) in connection with the operations or dealings of the Company has offered, promised, provided, or authorized the provision of any money or anything of value, directly or indirectly, to any Government Official or any other Person to influence official action or secure an improper commercial advantage, or to encourage the recipient to breach a duty of good faith or loyalty or the policies of his/her employer; (ii) in connection with the operations or dealings of the Company has otherwise violated any applicable Anti-Corruption Laws or has taken any action that would constitute a violation, or implicate a violation, or implicate any other Person in violation of any Anti-Corruption Laws; (iii) is a Government Official; (iv) is a Sanctioned Person; or (v) has engaged in, or is now engaged in, any dealings or transactions with or for the benefit of any Sanctioned Person, or has otherwise violated Sanctions; and no Action relating to any actual or alleged violation by the Company of applicable Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions is pending or, to the Knowledge of the Company, threatened. (e) Each Group Company has maintained accurate books and records in accordance with the Anti-Corruption Laws and generally accepted accounting principles. Seller is the sole and exclusive owner of Furthermore, each such Permit Group Company has in place and has not granted adhered to policies and procedures designed to prevent its directors, officers, employees, contractors, sub-contractors, service providers, agents and intermediaries from undertaking any right activity, practice or conduct relating to the business of reference with respect thereto. Schedule 4.18(bthe Company that would constitute a violation of any Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions. (f) also includes No Government Official or Governmental Authority presently owns an interest, whether direct or indirect, in any Group Company or has any legal or beneficial interest in any Group Company or to payments made to any Group Company hereunder. (g) No Group Company is a list of all Products Registrationsparty to any agreement, arrangement or concerted practice or is or has been carrying on any practice which could reasonably be expected to contravene or which reasonably could be expected to be invalidated by any anti-trust, fair trading, dumping, state aid, consumer protection or similar laws or regulations in any jurisdiction.

Compliance with Laws; Permits. (a) Since January 12.9.1 Except as set forth on Schedule 2.9, 2019: (i) Seller each member of the Company Group is, and to the Knowledge of the Seller, since December 31, 2009 has complied been, in compliance in all material respects with all Laws or Orders applicable to such member of the Purchased AssetsCompany Group and the use, ownership, and operation of the Products Assets and the Business. Except as set forth on Schedule 2.9, neither the Seller nor any member of the Company Group has received any notice of or been charged with the violation of any Laws related to any member of the Company Group or the use, ownership, or operation of the Assets for the Business; (ii) . To the Purchased Assets and their uses comply in all material respects with all applicable Laws; and (iii) Seller Knowledge of the Seller, no member of the Company Group is not subject to any outstanding Governmental Order under investigation with respect to the Purchased Assets, violation of any Laws related to any member of the Products Company Group or the BusinessAssets. Notwithstanding the foregoing, this Section 2.9.1 does not apply to any requirements to obtain or maintain Permits, matters related to Taxes, matters relating to Environmental Laws or matters related to Intellectual Property, as it is the Parties’ intent that Sections 2.9.2, 2.13, 2.15, and 2.30, as applicable, shall cover such matters. (b) Each 2.9.2 Except as set forth on Schedule 2.9, each member of the Company Group (i) of Seller and its officers, employees, contractors and agents has been duly granted possesses all Permits required used or necessary for the conduct of its portion of the Business in substantially the same manner as conducted by Selleris currently being conducted, including and (ii) possesses all Permits used or necessary for it to developsatisfy the Current Performance Standards, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, and to comply with applicable Law in effect on the date hereof or export on the Products, each of which Permits is date immediately following the Closing Date. Except as set forth on Schedule 4.18(b); (ii) 2.9, no member of such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents the Company Group is in material breach default or violation, and no event has occurred which, with or without notice or lapse of time, or both, would constitute a default or violation of, any term, condition, or default under, provision of any such Permit. Each To the Knowledge of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would facts or circumstances that could reasonably be expected to result in the revocation(a) any termination, cancellation suspension, modification, or suspension revocation of any such Permit or could reasonably be expected to result in any Proceeding related to any such Permit. Seller is , or (b) the sole and exclusive owner revocation of each such any application for any Permit and for which any member of the Company Group has applied but which has not granted currently been granted, except in each case as would not, individually or in the aggregate, be material to the satisfaction of the Performance Standards. Except as set forth on Schedule 2.9, there are no Proceedings pending or, to the Knowledge of the Seller, threatened relating to the suspension, revocation, UNIT PURCHASE AGREEMENT 21 or modification of any right such Permits of reference with respect theretothe Company Group. Schedule 4.18(b) also includes a list None of all Products Registrationssuch Permits held by the members of the Company Group shall be impaired or in any way affected by the consummation of the transactions contemplated by the Transaction Documents.

Compliance with Laws; Permits. (a) The Company and each of its Subsidiaries are and have been in material compliance with, and are not in material default or violation of (and have not received any notice of material non-compliance, default or violation with respect to), any Law applicable to the Company or its Subsidiaries or by which any of the properties or assets of the Company or its Subsidiaries are bound or affected. (b) Since January 1, 2019: (i) Seller 2003, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has complied in all reported evidence of a material respects with all Laws applicable violation of U.S. Federal or state securities laws, a material breach of fiduciary duty or similar material violation by the Company, any of its Subsidiaries or any of their respective officers, director, employees or agents to any officer of the Purchased AssetsCompany, the Products Company Board or the Business; (ii) the Purchased Assets and their uses comply in all material respects with all applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order with respect to the Purchased Assets, the Products member or the Businesscommittee thereof. (bc) Each (i) The Company and each of Seller its Subsidiaries hold all permits, licenses, easements, variances, exemptions, consents, certificates, authorizations, registrations, orders and other approvals from Governmental Entities that are material to the operation of the business of the Company and its officersSubsidiaries as currently conducted (collectively, employees, contractors and agents has been duly granted all Permits required or necessary for the conduct of the Business as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b“Company Permits”); (ii) of such . The Company Permits are valid and in full force and effect. No such Permits are held by , have not been violated in any Affiliate of Seller. None of Seller material respect and, to the Company’s knowledge, no suspension, revocation or any of its officers, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents cancellation thereof has filed all material reports, notifications and filings withbeen threatened, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions action, proceeding or investigation pending or, to Sellerthe Company’s Knowledgeknowledge, threatened, which seeking the suspension, revocation or cancellation of any Company Permits. No Company Permit shall be terminated or cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than as would not reasonably be expected to result in the revocation, cancellation or suspension of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes have a list of all Products RegistrationsCompany Material Adverse Effect.

Compliance with Laws; Permits. Except as set forth in the SEC Reports filed prior to January 1, 2016, or in each case as has not resulted in and could not reasonably be expected to result in a Material Adverse Effect, since December 31, 2014: (a) Since January 1To the Knowledge of the Company, 2019: (i) Seller has complied the operations and activities of the Company comply and have complied, in all material respects with all Laws applicable to the Purchased Assetsrespects, the Products or the Business; (ii) the Purchased Assets and their uses comply in all material respects with all applicable Laws; Laws and (iii) Seller is not subject to any outstanding Governmental Order with respect to the Purchased Assets, the Products or the Business.Permits; (b) Each (i) To the Knowledge of Seller and its officersthe Company, employees, contractors and agents has been duly granted the Company possesses all Permits that are required or necessary for by Law to permit the conduct operations and activities of the Business Company as currently conducted by Seller, including or operated; all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits are valid and are in full force and effect. No ; all applications or notices required to have been filed for the renewal or extensions of such Permits are held by have been duly filed on a timely basis with the appropriate Governmental Entity, and the Company has not been notified in writing that such renewals or extensions will be withheld or delayed. (c) To the Knowledge of the Company, except as set forth on Schedule 3.12(c), the Company has not received any Affiliate written notice from any Governmental Entity or Third Party regarding (i) any violation of Seller. None of Seller or failure to comply with, in any of its officersmaterial respect, employeesany Law or Permit, contractors and agents is in material breach or violation (ii) any withdrawal, suspension, cancellation, termination of, or default undermodification to any Permit held by the Company or any employee of the Company, or (iii) any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any such Permit. Each remedial action; and (d) To the Knowledge of Seller and its officersthe Company, employeesno event has occurred that, contractors and agents has filed all material reportswith or without notice or lapse of time or both, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would could reasonably be expected to result in the revocation, cancellation suspension, lapse or suspension limitation of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrations.

Compliance with Laws; Permits. (a) Since January 1, 2019: (i) Seller has complied 2008, the operations of the Company have been, in all material respects conducted in compliance with all Applicable Laws applicable to the Purchased Assets, the Products or the Business; (ii) the Purchased Assets and their uses comply in all material respects with all applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order with respect to the Purchased Assets, the Products or the BusinessApplicable Orders. (b) Schedule 2.26(b) contains a complete and accurate list of each Governmental Authorization that is held by the Company or that otherwise relates to the Company’s business or the Assets. Each (iGovernmental Authorization listed or required to be listed in Schedule 2.26(b) of Seller and its officers, employees, contractors and agents has been duly granted all Permits required or necessary for the conduct of the Business as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits are valid and in full force and effect. No such Permits are held by Except as set forth in Schedule 2.26(b): (1) the Company is, and at all times since January 1, 2008, has been, in compliance, in all material respects, with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 2.26(b). (2) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any Affiliate term or requirement of Seller. None of Seller any Governmental Authorization listed or any of its officers, employees, contractors and agents is required to be listed in material breach or violation ofSchedule 2.26(b), or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or suspension termination of, or any modification to, any Governmental Authorization listed or required to be listed in Schedule 2.26(b). (3) Since January 1, 2008, the Company has not received any written notice from any Governmental Authority or any other Person regarding (A) any violation of or failure to comply with any term or requirement of any such Permit. Seller is Governmental Authorization or (B) any revocation, withdrawal, suspension, cancellation, termination of or modification to any Governmental Authorization. (4) all applications required to have been filed for the sole renewal of the Governmental Authorizations listed or required to be listed in Schedule 2.26(b) have been duly filed on a timely basis (or a timely and exclusive owner of each such Permit effective request for an extension has been field) with the appropriate Governmental Authorities, and has not granted any right of reference all other filings required to have been made with respect thereto. to such Governmental Authorizations have been duly made on a timely basis (or a timely and effective request for an extension has been filed) with the appropriate Governmental Authorities. (c) The Governmental Authorizations listed in Schedule 4.18(b2.26(b) also includes a list collectively constitute all of all Products Registrationsthe Governmental Authorizations necessary to permit the Company to lawfully conduct and operate its business in the manner in which it currently conducts and operates such business and to permit the Company to own and use its Assets in the manner in which it currently owns and uses such Assets.

Compliance with Laws; Permits. (a) Since The Seller and its Subsidiaries are conducting, and since January 131, 2019: (i) Seller has complied 2016 have conducted, the Business in compliance with all applicable Laws and Governmental Orders in all material respects with all Laws applicable respects. Since January 31, 2016, the Seller and its Subsidiaries have not received any notice of any material noncompliance with, violation of or default under any Law or Governmental Order relating to the Purchased Assets, Business or any Action in respect thereof. None of the Products Seller or the Business; (ii) the Purchased Assets and their uses comply in all material respects any of its Subsidiaries has entered into any agreement or settlement with all applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order Authority with respect to the Purchased Assetsany alleged material noncompliance with, the Products violation or default under any Law or Governmental Order relating to the Business. (b) Each (i) of The Seller and its officersSubsidiaries hold, employeesand since January 31, contractors and agents has been duly granted 2016 have held, all material Permits required or (the “Business Permits”) necessary for the conduct of the Business. All Business as conducted by SellerPermits are, including all Permits necessary to developand since January 31, manufacture2016 have been, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents no Action is in material breach or violation ofpending, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, to the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in seeking the revocation, amendment, cancellation or suspension of any such Business Permit. The Seller is and its Subsidiaries are in compliance with, and since January 31, 2016 have complied with, in all material respects, all terms and conditions of the sole Business Permits and exclusive owner no default or violation (or event that, with the lapse of each such Permit and time or giving of notice or both, would become a default or violation) has not granted occurred that would give rise to any right of reference revocation, amendment, cancellation or suspension of any Business Permit. (c) The Seller and each of its Subsidiaries has timely filed all regulatory reports, schedules, statements, documents, filings, submissions, forms, registrations and other documents, together with any amendments required to be made with respect thereto. Schedule 4.18(b) also includes a list of , that each was required to file with any Governmental Authority relating to the Business, and has timely paid all Products Registrationsfees and assessments due and payable in connection therewith, except where the failure to make such filings or payments would not reasonably be expected to be material to the Business.

Compliance with Laws; Permits. (a) Since Except as set forth in Schedule 4.9, the Acquired Company and the Acquired Subsidiaries are and since January 1, 2019: (i) Seller has complied 2012, have been in all material respects with all Laws applicable to the Purchased Assets, the Products or the Business; (ii) the Purchased Assets and their uses comply compliance in all material respects with all applicable Laws; , and neither Seller, the Acquired Company or any Acquired Subsidiary has received any written notice (iii) Seller is not subject to any outstanding Governmental Order with respect or to the Purchased AssetsKnowledge of Seller, any other notice) from any Governmental Body or any other Person that the Acquired Company or any Acquired Subsidiary is in material violation of, or has materially violated, any Laws. On the Closing Date, the Products or Acquired Company and the Acquired Subsidiaries will have, in effect all material Permits reasonably necessary to carry on the Business. (b) Each (i) of Seller and its officers, employees, contractors and agents has been duly granted all Permits required or necessary for the conduct of the Business as conducted by Sellernow conducted, including all those Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth that are listed on Schedule 4.18(b); 4.9 (ii) of such Permits are valid listed on Schedule 4.9 being the “Material Permits”), and there has occurred no uncured default under any Material Permit, except for such failures to be in full force and effecteffect or non-compliance as would not be material to the Company Group, taken as a whole. No such Permits are held Neither the execution and delivery of this Agreement by any Affiliate Seller nor the consummation by Seller of Seller. None of Seller the transactions contemplated hereby will result in a material violation or any of its officers, employees, contractors and agents is in material breach or violation of, or constitute (with or without due notice or lapse of time or both) a material default under, (or give rise to a right of termination or cancellation) of any such Material Permit. Each of Seller and its officersNotwithstanding the foregoing, employeesthis Section 4.9 does not relate to Taxes (which are addressed exclusively in Section 4.8) or Permits required under Environmental Laws, contractors and agents has filed all material reportsor compliance with Environmental Laws, notifications and filings with(which, and have paid all regulatory fees toin each case, the applicable Governmental Authority necessary to maintain all of such Permits are addressed exclusively in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocation, cancellation or suspension of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products RegistrationsSection 4.11).

Compliance with Laws; Permits. (a) Since January 1Except as set forth in Section 4.10(a) of the Disclosure Schedule, 2019: the Target Companies and the Properties are, and (i) Seller has complied to the Company’s Knowledge, prior to October 4, 2012 were and (ii) since October 4, 2012 have been, in compliance in all material respects with all Laws applicable Applicable Laws. Except as set forth in Section 4.10(a) of the Disclosure Schedule, since January 1, 2011 none of the Target Companies has received any written notice from any Governmental Entity or any other Person that the Properties or a Target Company are alleged to the Purchased Assetshave liability under, the Products or the Business; (ii) the Purchased Assets and their uses comply are or have been in all material respects with all applicable violation of, or have materially violated, any Applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order with respect to the Purchased Assets, the Products or the Business. (b) Each (iSection 4.10(b) of Seller and its officers, employees, contractors and agents has been duly granted all Permits required or necessary for the conduct of the Business as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Disclosure Schedule 4.18(b); (ii) of such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocation, cancellation or suspension of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes contains a list of all Products Registrationsmaterial Permits that are held by the Target Companies. Except as set forth in Section 4.10(b) of the Disclosure Schedule, the Permits listed in Section 4.10(b) of the Disclosure Schedule constitute all material Permits reasonably necessary for the Target Companies to own, lease or operate the Properties and to conduct and carry on the Business and there has occurred no material default under any of the Permits. Neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, will result in a material violation or material breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to a right of termination or cancellation) of any Permit. None of the Target Companies is in default or violation in any material respects (and no event has occurred which, with notice or the lapse of time or both, would constitute a material default or material violation) of any term, condition or provision of any Permit to which it is a party. Neither any of the Members nor any of the Target Companies has received any notice of Proceedings relating to the revocation or modification of or loss of any material benefits under any material Permit. Notwithstanding the foregoing, this Section 4.10 does not relate to (i) Taxes, which are the subject of Section 4.11, (ii) environmental matters, which are the subject of Section 4.14 and (iii) Applicable Laws with respect to tribal obligations, Tribal Authorities or the Reservation, which are the subject of Section 4.29.

Compliance with Laws; Permits. (a) Since January 1September 30, 2019: (i) Seller has complied 2012, the Company and each of its Subsidiaries is and have been in compliance in all material respects with all Laws federal, state, local, municipal, multinational or foreign law, statute, constitution or ordinance, common law, or any rule, regulation, directive, treaty, policy, standard, Judgment or agency requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (collectively, “Laws”) applicable to the Purchased AssetsCompany and its Subsidiaries and each of their properties and assets (including the ownership and maintenance of all its assets). No investigation, the Products audit or the Business; (ii) the Purchased Assets and their uses comply in all material respects with all applicable Laws; and (iii) Seller is not subject to review by any outstanding Governmental Order Entity with respect to the Purchased AssetsCompany or any of its Subsidiaries or any of their assets is pending or, to the knowledge of the Company, threatened, nor has any Governmental Entity notified the Company of its intention to conduct the same. As of the date of this Agreement, no material change is required in the Company’s or in any of its Subsidiaries’ processes, properties, assets or procedures in connection with any applicable Laws, and, since September 30, 2012, the Products Company has not received any notice or communication of any material noncompliance with any applicable Laws that has not been cured as of the Businessdate of this Agreement. (b) Each Neither the Company nor any director, officer, other employee or agent of the Company has violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any similar foreign Law. Since September 30, 2012, neither the Company nor any of its Subsidiaries has made any disclosure (ivoluntary or otherwise) to any Governmental Entity with respect to any alleged irregularity, misstatement or omission or other potential violation or liability arising under or relating to the Foreign Corrupt Practices Act of Seller 1977, as amended, or any similar Law. (c) The Company and its officersSubsidiaries hold all material governmental registrations, employeesapplications, contractors licenses, requests for approvals, authorizations, permits, consents, approvals, clearances, variances, exemptions, orders and agents has been duly granted all Permits required or other regulatory authorizations necessary for the conduct operation of the Business businesses of the Company and its Subsidiaries, taken as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export a whole (the Products, “Company Permits”). The Company and each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits its Subsidiaries are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents is in material breach or violation ofcompliance with the terms of the Company Permits. Since September 30, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to2012, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will Company has not be renewable upon expiration. There are no Actions pending received any written notice or, to Seller’s Knowledgethe knowledge of the Company, threatened, which would reasonably be expected to result in the revocation, cancellation or suspension other communication of any such Permit. Seller is the sole and exclusive owner of each such material noncompliance with any material Company Permit and that has not granted any right been cured as of reference with respect thereto. Schedule 4.18(b) also includes a list the date of all Products Registrationsthis Agreement.

Compliance with Laws; Permits. (a) Since The Company and each of its Subsidiaries are, and have been since January 1, 2019: 2021, (i) Seller has complied in all material respects compliance with all Laws local, foreign, state or federal laws (including common law), statutes, ordinances, codes, rules, acts, orders and regulations (“Laws”) or Judgments applicable to the Purchased AssetsCompany or any of its Subsidiaries, the Products or the Business; and (ii) have not received from any Governmental Authority any written or, to the Purchased Assets Knowledge of the Company, oral notice or communication of any non-compliance with any such Laws or Judgments, and their uses comply in all material respects with all applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order the Knowledge of the Company no investigation or review with respect to such by any Governmental Authority is on-going, except, in each case, as would not, individually or in the Purchased Assetsaggregate, the Products or the Businesshave a Material Adverse Effect. (b) Each The Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, consents, registrations, approvals and authorizations from Governmental Authorities (icollectively, “Permits”) of Seller and its officers, employees, contractors and agents has been duly granted all Permits required or necessary for the lawful conduct of the Business their respective businesses as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Productscurrently conducted, each of which Permits is set forth on Schedule 4.18(b); (ii) is, and to the extent necessary for the lawful conduct of such Permits are valid and their respective businesses as conducted from time to time since January 1, 2021 has been, in full force and effect, except where the failure to hold the same or to so be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. The Company and each of its Subsidiaries is in material compliance with its Permits. Neither the Company nor any of its Subsidiaries is, nor since January 1, 2021 has been, in material default or violation of any Permit necessary for the lawful conduct of their respective businesses. No such Permits are held by any Affiliate of Seller. None of Seller Governmental Authority has notified the Company or any of its officers, employees, contractors and agents Subsidiaries that it is in material breach the process of or violation ofconsidering limiting, suspending or default under, revoking any such Permit. Each Permit and, to the Knowledge of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s KnowledgeCompany, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which circumstances as of the date hereof that would reasonably be expected give rise to result in the revocationsuch limiting, cancellation suspending or suspension revoking of any such Permit. Seller is . (c) Except as would not, individually or in the sole aggregate, have a Material Adverse Effect, the Company, each of its Subsidiaries and exclusive owner each of its and their respective directors, officers and employees acting in such capacity are and, to the Knowledge of the Company, each such Permit of its and their other agents acting on its or their behalf is, and have been since January 1, 2021, in compliance with the Foreign Corrupt Practices Act of 1977 and any rules and regulations promulgated thereunder or any other applicable Laws relating to bribery, corruption or money laundering. (d) Except as would not, individually or in the aggregate, have a Material Adverse Effect, none of the Company, any of its Subsidiaries, nor any their respective directors or officers (in their capacity as such) or, to the Knowledge of the Company, any of their respective employees, agents or Representatives (acting for or on behalf of the Company or any Subsidiary), has not granted in the past five years offered, paid, promised to pay, or authorized the payment of any right money or any other thing of reference value to any Person (i) with respect thereto. Schedule 4.18(bthe intention of inducing improper conduct on the part of the recipient, (ii) also includes acceptance of which would violate the policies of the recipient’s employer or cause the recipient to breach a list duty owed to his or her employer, or (iii) to otherwise secure an undue or improper advantage for the Company or any of all Products Registrationsits Subsidiaries, in each case, in violation of any applicable Anti-Corruption Laws.

Compliance with Laws; Permits. (a) Since The Company and each of its Subsidiaries are, and since January 1, 2019: (i) Seller has complied 2016, have been, in compliance in all material respects with all Laws federal, national, provincial, state, local or multinational laws, statutes, common laws, ordinances, codes, rules, orders, judgments, injunctions, writs, governmental guidelines or interpretations having the force of law, Permits, regulations, decrees or executive orders enacted, issued, adopted, promulgated or applied by or on behalf of any Governmental Authorities (collectively, “Laws”), in each case, applicable to the Purchased AssetsCompany or any of its Subsidiaries. The Company and each of its Subsidiaries hold, and since January 1, 2016, have held, and are in material compliance with, all licenses, franchises, permits, certificates, approvals, authorizations and registrations from Governmental Authorities necessary for the Products lawful conduct of their respective businesses (collectively, “Permits”), except where the failure to hold the same has not had or the Business; would not reasonably be expected to have a Material Adverse Effect. (iib) the Purchased Assets The Company and their uses comply each of its Subsidiaries are in compliance in all material respects with all applicable Laws; (i) the Foreign Corrupt Practices Act of 1977, as amended, and any rules and regulations promulgated thereunder, (ii) the United Kingdom Bribery Act of 2010, as amended, and any rules and regulations promulgated thereunder and (iii) Seller is not subject any other Laws regarding the use of funds for political activity or commercial bribery, in each case, if and to any outstanding Governmental Order the extent applicable to the Company and the relevant Subsidiary. To the Knowledge of the Company, there are no situations with respect to the Purchased Assetsbusiness of the Company of any of its Subsidiaries which involved or involves (A) the use of any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity; or (B) the Products making of any direct or indirect unlawful payments to government officials or others from corporate funds or the Businessestablishment or maintenance of any unlawful or unrecorded funds. (bc) Each (i) of Seller The Company and its officersSubsidiaries are, employeesand have been, contractors conducting operations at all times in compliance in all material respects with applicable financial recordkeeping and agents has been duly granted reporting requirements of all Permits required or necessary for money laundering Laws in jurisdictions where the Company and its Subsidiaries conduct business (collectively, the “Anti-Money Laundering Laws”). The Company and its Subsidiaries have established and maintain a system of internal controls designed to ensure compliance by the Company and its Subsidiaries with applicable financial recordkeeping and reporting requirements of the Business as conducted by SellerAnti-Money Laundering Laws. (d) Neither the Company, including all Permits necessary nor any of its Subsidiaries, nor any director, officer or employee of the Company or any of the Company Subsidiaries, nor, to developthe Knowledge of the Company, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, any agent or export other Person acting on behalf of the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller Company or any of its officersSubsidiaries, employeesis currently the target of any applicable economic sanctions administered or enforced by any Governmental Authority (collectively, contractors and agents “Sanctions”), nor is the Company or any of its Subsidiaries located, organized or resident in material breach a country or violation ofterritory that is the target of comprehensive Sanctions, including Cuba, Iran, North Korea, Syria, or default underthe Crimea region of Ukraine (each, any such Permita “Sanctioned Country”). Each of Seller For the past three (3) years, the Company and its officersSubsidiaries have not knowingly engaged in any dealings or transactions with any Person that at the time of the dealing or transaction is or was the target of Sanctions or with any Sanctioned Country, employeesin each case, contractors in violation of applicable Sanctions. The Company and agents has filed its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurances regarding compliance by the Company and its Subsidiaries with all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocation, cancellation or suspension of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products RegistrationsSanctions.

Compliance with Laws; Permits. (a) Since January 1Each of the Company and its Subsidiaries has been since December 31, 2019: (i) Seller has complied 2004, and is currently, in compliance in all material respects with all laws, injunctions, judgments, decrees, rulings, statutes, ordinances, codes, rules, regulations, decrees and orders of Governmental Authorities (collectively, “Laws”) applicable to it, its properties or other assets, its business or operations or employees. None of the Company or any of its Subsidiaries has received, since December 31, 2004, a written notice or other written communication alleging or relating to a possible violation by the Company or any of its Subsidiaries of any Laws applicable to its businesses or operations. The Company and each of its Subsidiaries hold all licenses, registrations, variances, exemptions, operating certificates, franchises, orders, permits, certificates, approvals, authorizations, concessions and similar rights from Governmental Authorities (collectively, “Permits”) necessary for the Purchased Assetslawful conduct of their respective businesses, the Products and there has occurred no violation of, default (with or the Business; (iiwithout notice or lapse of time or both) the Purchased Assets under, or event giving to others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any Permit except as has not had and their uses comply would not reasonably be expected to have a Company Material Adverse Effect. The Company and its Subsidiaries are in compliance in all material respects with the terms of all applicable Laws; Permits, and (iii) Seller is not subject to any outstanding Governmental Order with respect no event has occurred that, to the Purchased Assets, the Products or the Business. (b) Each (i) of Seller and its officers, employees, contractors and agents has been duly granted all Permits required or necessary for the conduct Knowledge of the Business as conducted by SellerCompany, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocation, cancellation cancellation, non-renewal or suspension adverse modification of any such material Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrations.

Compliance with Laws; Permits. (a) Since Except as set forth on Section 3.8(a) of the Company Disclosure Schedule, the Company and its Subsidiaries are, and at all times since January 1, 2019: (i) Seller has complied 2012 have been, in compliance in all material respects with all Laws applicable to their respective businesses, operations, properties or assets (other than Environmental Laws, which are governed exclusively under Section 3.12). Neither the Purchased AssetsCompany nor any of its Subsidiaries has received written notice or other written communication alleging or relating to a possible material violation of any Law applicable to their businesses, the Products operations, properties or the Business; (ii) the Purchased Assets and their uses comply in all material respects with all applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order with respect to the Purchased Assets, the Products or the Businessassets. (b) Each (iExcept as set forth on Section 3.8(b) of Seller the Company Disclosure Schedule, the Company and each of its officersSubsidiaries hold, employeesand are in compliance with, contractors all material licenses, franchises, permits, certificates, approvals, restrictions and agents has been duly granted all Permits other authorizations (“Permits”) from Governmental Authorities required by Law or otherwise necessary or advisable for the conduct of their respective businesses and operations as they are now being conducted or the Business as conducted ownership or use of their respective properties and assets (collectively, with all pending applications therefor and amendments, modifications and renewals thereof, “Company Permits”) (other than those Company Permits under Environmental Laws, which are governed exclusively by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(bSection 3.12); (ii) of such Permits are valid and other than any failure to hold or be in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller compliance with a Company Permit that, individually or any of its officersin the aggregate, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will would not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to prevent or materially delay the consummation by the Company of the Transactions or be material to the operation of the Company’s business. There has occurred no violation of, default (with or without notice or lapse of time or both) under or, to the Knowledge of the Company, Event, that with or without notice or lapse of time or both, would result in the any revocation, non-renewal, adverse modification or cancellation of, any Company Permit, other than any such violations, defaults or suspension Events that, individually or in the aggregate, would not reasonably be expected to prevent or materially delay the consummation by the Company of the Transactions or adversely affect the operation of the Company’s business in any material respect, nor would any such revocation, non-renewal, adverse modification or cancellation result from the consummation of the Transactions. Neither the Company nor any of its Subsidiaries has received written notice or other written communication from any Governmental Authority that any Company Permit will be terminated or adversely modified or cannot be renewed in the ordinary course of business consistent with past practice, and the Company has no Knowledge of any reasonable basis for any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrationstermination, modification or non-renewal.

Compliance with Laws; Permits. (a) Since Except as set forth on Schedule 2.10(a), the Company Group and MHM are, and since January 1, 2019: (i) Seller 2017 has complied been, operating in all material respects with all Laws applicable to the Purchased Assets, the Products or the Business; (ii) the Purchased Assets and their uses comply in all material respects compliance with all applicable Laws; . Except as set forth on Schedule 2.10(a), the Company Group and MHM have not, since January 1, 2017, (iiii) Seller is not subject received any notice from any Governmental Body regarding any violation by the Company Group of any applicable Laws, or (ii) filed with or otherwise provided to any outstanding Governmental Order with respect to Body any notice regarding any violation by the Purchased Assets, the Products Company Group or the BusinessMHM of any applicable Laws. (b) Each (i) of Seller and its officers, employees, contractors and agents has been duly granted all Permits required or necessary for the conduct of the Business Except as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); 2.10, the Company Group and the health care professionals employed by or furnishing health care services on behalf of HSW and MHM each owns or possesses, and since January 1, 2017 (iiwith respect to the health care professionals, during such time s/he was in the service of Company Group since January 1, 2017) has owned and possessed, from each appropriate Governmental Body all material permits, licenses, authorizations, accounts, approvals, waivers, quality certifications, certificates of need, filings, registrations, clearances, franchises or rights (collectively, “Permits”) issued or granted by any Governmental Body necessary to conduct the Business as presently conducted. The Company is, and has been at all times, in material compliance with the terms and conditions of each Permit, and there are no provisions in, or agreements relating to, any Permits that preclude or limit the Company Group from operating and carrying on the Business as currently conducted. No loss or expiration of any Permit is pending or, to the Knowledge of the Company, threatened (including as a result of the transactions contemplated hereby) other than expiration in accordance with the terms thereof, which terms do not expire as a result of the consummation of the transactions contemplated hereby. There is no pending or, to the Knowledge of the Company, threatened Proceeding by or before any Governmental Authority to revoke, cancel, rescind, suspend, restrict, modify, or refuse to renew any Permit owned or held by the Company Group or MHM and the Company Group and MHM have not received any notice in writing that the Company Group or MHM, as applicable, is conducting the Business or any other activities in breach or violation of any such Permit. The Company Group and MHM are currently fulfilling and performing, and has since January 1, 2017 fulfilled and performed, its obligations under each of the Permits in all material respects. The transactions contemplated by this Agreement will not result in a default under, or a breach or violation of, or adversely affect the rights and benefits afforded to the Company Group or MHM by, any Permits. A schedule of all Permits maintained by the Company Group and each health care professionals employed by or furnishing health care services on behalf of HSW and MHM is set forth in Schedule 2.10. All such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents is The Company Group has maintained in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid respects all regulatory fees to, records required to be maintained by the Permits applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result the Company Group or the Business or both in the revocation, cancellation or suspension Company Group’s current states of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrationsoperation.

Compliance with Laws; Permits. (a) Since January 1Except as set forth on Schedule 3.19, 2019: (i) Seller the Company is and at all times has complied been in all material respects compliance with all Laws and Orders promulgated by any Governmental Body applicable to the Purchased Assets, Company or to the Products conduct of the business or operations of Company or the Business; use of any of its properties (iiincluding the Leased Properties) and assets. Except as set forth on Schedule 3.19, neither the Purchased Assets Seller nor the Company has received, or knows of the issuance of, any notices of any violation or alleged violation of any such Law or Order of any Governmental Body. Except as set forth on Schedule 3.19, any products manufactured, sold, marketed, distributed or delivered by the Company ("Products") are and their uses comply at all times have been in all material respects compliance with all Laws and Orders promulgated by any Governmental Body applicable Laws; to the Products, there are no product recalls by any Governmental Body pending or, to the knowledge of the Seller and (iii) Seller is not subject to any outstanding Governmental Order the Company, contemplated or threatened, with respect to the Purchased Assets, any of the Products and, to the knowledge of the Seller and the Company, there are no pending or threatened investigations by any Governmental Body with respect to any of the BusinessProducts. (b) Each (i) Schedule 3.19 lists all Permits of the Company issued or granted by all Governmental Bodies, indicating, in each case, the expiration date thereof. The Company has all Permits that are required to be obtained by the Company to permit the operations of its business in the manner in which such operations are currently conducted. To the knowledge of the Seller and its officersthe Company, employeessuch Permits have been validly issued to the Company by the appropriate Governmental Bodies in compliance, contractors in all material respects, with all applicable Laws, and agents the Company has been duly granted complied with all Permits required or necessary for the conduct of the Business as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) conditions of such Permits are valid and in full force and effectapplicable to it. No such Permits are held by any Affiliate of Seller. None of Seller default or any of its officers, employees, contractors and agents is in material breach or violation ofviolation, or event that with the lapse of time or giving of notice or both would become a default underor violation, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result occurred in the revocation, cancellation or suspension due observance of any such Permit. Seller is the sole All such Permits are in full force and exclusive owner effect without further consent or approval of each such Permit and has not granted any right of reference with respect theretoPerson. Schedule 4.18(b) 3.19 also includes a list of lists all Products RegistrationsPermits applied for or expected to be applied for by the Company.

Compliance with Laws; Permits. (a) Since January 1, 20192021: (i) Seller the Company and each Company Subsidiary and each Company JV has complied and is in all material respects compliance with all (A) Laws applicable to the Purchased AssetsCompany and the Company Subsidiaries and the Company JVs or by which any property or asset of the Company or any Company Subsidiary or any Company JV is bound, and (B) the Products Company Permits, and (ii) no notice, charge or assertion has been received by the Business; Company or any Company Subsidiary or, to the Knowledge of the Company, threatened against the Company or any Company Subsidiary or Company JV, alleging any non-compliance with any such Laws, except in the case of each of clauses (i) and (ii), for such instances of non-compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.5(a), (i) the provisions of Section 4.5(a)(i)(A) and Section 4.5(a)(ii) shall not apply to Laws addressed in Section 4.10, Section 4.11, Section 4.13 and Section 4.14 and (ii) the Purchased Assets provisions of Section 4.5(a)(i)(B) shall not apply to Company Permits addressed in Section 4.14 and their uses comply in all material respects with all applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order with respect to the Purchased Assets, the Products or the BusinessSection 4.15. (b) Each (i) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Seller Section 4.14 and its officersSection 4.15, employeeswhich are addressed solely in those Sections, contractors the Company and agents has been duly granted each Company Subsidiary and each Company JV is in possession of all Permits required authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy necessary for the conduct Company and each Company Subsidiary or Company JV to own, lease and operate its properties or to carry on its respective business substantially as it is being conducted as of the Business as conducted by Sellerdate hereof (“Company Permits”), including and all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Company Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents is except where the failure to be in material breach or violation possession of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary failure to maintain all of such Permits be valid or in full force and effect. To Seller’s Knowledgeeffect of, there is no basis for believing that all any such Permits will Company Permits, individually or in the aggregate, has not be renewable upon expiration. There are no Actions pending orhad, to Seller’s Knowledge, threatened, which and would not reasonably be expected to result have, a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary nor any Company JV has received any written claim or notice that the Company or any Company Subsidiary is currently not in compliance with the revocation, cancellation or suspension terms of any such Permit. Seller is Company Permits, except where the sole and exclusive owner failure to be in compliance with the terms of each any such Permit and Company Permits, individually or in the aggregate, has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes had, and would not reasonably be expected to have, a list of all Products RegistrationsCompany Material Adverse Effect.

Compliance with Laws; Permits. (a) Since January 1, 2019: The Company and each of its Subsidiaries (i) Seller has complied are, and since the Lookback Date have been, in all material respects compliance with all Laws or Orders applicable to the Purchased Assets, the Products Company or its Subsidiaries or the Business; assets, or operation of the business, of the Company or any of its Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected have a Company Material Adverse Effect, and (ii) as of the Purchased Assets and their uses comply in all material respects with all applicable Laws; and (iii) Seller is date hereof, has not subject to at any outstanding Governmental Order time since the Lookback Date received any notice alleging any noncompliance by the Company or any of its Subsidiaries with respect to any such Law or Order where such alleged noncompliance has had or would, individually or in the Purchased Assetsaggregate, reasonably be expected to have a Company Material Adverse Effect. As of the Products date hereof, to the Knowledge of the Company, no investigation by any Governmental Authority regarding any material violation of any such Law or Order is pending or, since the BusinessLookback Date, to the Company’s Knowledge, been threatened. (b) Each (i) of Seller and its officers, employees, contractors and agents has been duly granted all All material Permits required or necessary for the conduct of the Business as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, Company and each of which Permits is set forth on Schedule 4.18(b); (ii) its Subsidiaries to conduct their business as currently conducted have been obtained by the Company and each of such its Subsidiaries. Such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller or any , and the Company and each of its officersSubsidiaries are, employeesand since the Lookback Date have been, contractors and agents is in compliance in all material breach respects with all such Permits. As of the date hereof, no revocation, suspension, non-renewal or violation of, or default under, materially adverse modification of any such Permit. Each of Seller and its officersPermit is pending and, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, to the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To SellerCompany’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending orevent has occurred that, to Seller’s Knowledgewith or without notice or lapse of time or both, threatened, which would reasonably be expected to result in the revocation, cancellation suspension or suspension limitation of any of such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products RegistrationsPermits.

Compliance with Laws; Permits. (a) Since January 1, 2019: Except (i) Seller with respect to compliance with Tax Laws (as to which certain representations and warranties are made pursuant to Section 3.8), (ii) as set forth on Section 3.18(a) of the Company and Sellers’ Disclosure Letter and (iii) as would not constitute a Material Adverse Effect, each RSI Company is and, since the Lookback Date has complied been, in compliance with all Laws applicable to the conduct of the business of the RSI Companies and, since the Lookback Date, no uncured written notices have been received by any RSI Company from any Governmental Entity or any other Person alleging a material violation of any such Laws. (b) Each RSI Company holds all material permits, licenses, registrations (excluding Intellectual Property registrations and certifications), approvals, consents, accreditations, waivers, exemptions and authorizations of any Governmental Entity, required for the ownership and use of its assets and properties or the conduct of their businesses (including for the occupation and use of the Leased Real Property) as currently conducted (collectively, “Permits”) and are in compliance in all material respects with all Laws applicable to the Purchased Assets, the Products or the Business; (ii) the Purchased Assets material terms and their uses comply in all material respects with all applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order with respect to the Purchased Assets, the Products or the Business. (b) Each (i) conditions of Seller and its officers, employees, contractors and agents has been duly granted all Permits required or necessary for the conduct of the Business as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) such Permits. All of such Permits are valid and in full force and effecteffect and none of such Permits will be terminated as a result of, or in connection with, the consummation of the transactions contemplated by this Agreement. No such Permits are held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents RSI Company is in material breach or violation of, or default under, under any such Permit and to the Knowledge of the Company, no condition exists that, with the giving of notice or lapse of time or both, would constitute a material default under such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there no Proceeding is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledgethe Knowledge of the Company, threatened, which to suspend, revoke, withdraw, modify or limit any such Permit in a manner that has had or would reasonably be expected to result in have a material adverse effect on the revocation, cancellation or suspension ability of any such Permit. Seller is the sole and exclusive owner of each applicable RSI Company to use such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrationsor conduct its business.

Compliance with Laws; Permits. (a) Since January 1Each of the businesses of the Company or any of its Significant Subsidiaries is, 2019: (i) Seller and since September 26, 2009 has complied been, conducted in compliance in all material respects with all Laws laws applicable to the Purchased AssetsCompany or such Significant Subsidiary or by which any property, asset or right of the Products Company or the Business; such Significant Subsidiary is bound, (iib) the Purchased Assets and their uses comply Company is in compliance in all material respects with the applicable listing, corporate governance and other rules and regulations of the Nasdaq, (c) each of the Company and each of its Significant Subsidiaries, and any Person acting on their behalf, holds all applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order with respect to the Purchased Assets, the Products or the Business. (b) Each (i) of Seller and its officers, employees, contractors and agents has been duly granted all Permits required or material permits necessary for the lawful conduct of its business and the Business as conducted by Sellerownership, use, occupancy and operation of its assets and properties, including all Permits necessary to developits provision of professional services, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export (d) the Products, Company and each of which Permits its Significant Subsidiaries is set forth on Schedule 4.18(b); (ii) in compliance in all material respects with the terms of such Permits material permits and such material permits are valid and in full force and effect. No such Permits are held by , and (e) neither the Company nor any Affiliate of Seller. None of Seller its Significant Subsidiaries has received any written communication since September 26, 2009 from any Governmental Body that remains unresolved and that alleges that the Company or any of its officers, employees, contractors and agents Significant Subsidiaries is not in compliance in any material breach or violation ofrespect with, or default is subject to any material liability under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, permit or law or relating to the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocation, cancellation revocation or suspension modification of any such Permitmaterial permit. Seller Neither the Company nor any of its Significant Subsidiaries has received any written notice that any investigation or review by any Governmental Body that, if adversely decided, would have a Material Adverse Effect is pending as of the sole and exclusive owner date of each such Permit and has not granted any right of reference this Agreement with respect thereto. Schedule 4.18(b) also includes a list to the Company or any of all Products Registrationsits Significant Subsidiaries or any of the properties, assets or operations of the Company or any of its Significant Subsidiaries or that any such investigation or review is contemplated.

Compliance with Laws; Permits. (a) Since The Company and its Subsidiaries are (and since January 1, 2019: (i2003 have been) Seller has complied in compliance in all material respects with all Laws laws (including common law), statutes, ordinances, codes, rules, regulations, decrees and orders of Governmental Authorities (collectively, “Laws”), and the listing and corporate governance requirements of The Nasdaq Stock Market, applicable to the Purchased AssetsCompany or any of its Subsidiaries, any of their properties or other assets or any of their businesses or operations. (b) The Company and each of its Subsidiaries hold all material licenses, franchises, permits, certificates, approvals, variances, registrations, permissions and authorizations from Governmental Authorities, or required by Governmental Authorities to be obtained, in each case necessary for the Products or lawful conduct of their respective businesses as currently conducted (without regard to the Business; Merger) (iicollectively, “Permits”), which Permits are listed on Section 3.8 of the Company Disclosure Schedule. (c) the Purchased Assets The Company and their uses comply its Subsidiaries are (and since January 1, 2003 have been) in compliance in all material respects with the terms of all applicable Laws; and (iii) Seller is not subject to Permits. Since January 1, 2003, neither the Company nor any outstanding Governmental Order with respect of its Subsidiaries has received written notice to the Purchased Assets, the Products or the Business. (b) Each effect that a Governmental Authority (i) of Seller and its officers, employees, contractors and agents has been duly granted all Permits required claimed or necessary for alleged that the conduct of the Business as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller Company or any of its officers, employees, contractors and agents is Subsidiaries was not in material breach compliance with all Laws applicable to the Company or violation of, or default underany of its Subsidiaries, any such of their properties or other assets or any of their businesses or operations or (ii) was considering the amendment, termination, revocation or cancellation of any Permit. Each The consummation of Seller the Merger, in and its officersof itself, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in cause the revocation, revocation or cancellation or suspension of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrations.

Compliance with Laws; Permits. (a) Since January 1The Company has materially complied, 2019: (i) Seller has complied in all material respects and is now materially complying, with all Laws applicable to it or its business, properties or assets. The Company is not and has not been in violation of any applicable federal, or, to the Purchased AssetsCompany’s Knowledge, state or local Law, including any Food and Drug Laws, except as would not be material to the Products Company. The Company has not received (i) any Governmental Order or other written notice from the Business; DEA, FDA or any other Governmental Authority alleging a violation of or failure to comply with such Law by the Company (including any of their respective assets or businesses) or (ii) the Purchased Assets and their uses comply in all material respects any subpoena, civil investigative demand, audit letter, or other communication from any Governmental Authority concerning compliance with all applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order with respect to the Purchased Assets, the Products or the BusinessLaw. (b) Each (i) of Seller and its officers, employees, contractors and agents has been duly granted all All material Permits required or necessary for the Company to conduct of the Business as conducted its business have been obtained by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits it and are valid and in full force and effect. No All fees and charges with respect to such Permits are held by any Affiliate as of Sellerthe date hereof have been paid in full. None Section 3.18(b) of Seller or any the Disclosure Schedules lists all current Permits issued to the Company, including the names of its officers, employees, contractors the Permits and agents is in material breach or violation of, or default under, any such Permittheir respective dates of issuance and expiration. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of All such Permits will remain in full force and effect. To Sellereffect immediately after the Closing Date, and to the Company’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending orevent has occurred that, to Seller’s Knowledgewith or without notice or lapse of time or both, threatened, which would reasonably be expected to result in the revocation, cancellation suspension, lapse or limitation of any Permit set forth in Section 3.18(b) of the Disclosure Schedules. (c) All material applications, notifications, submissions, information, claims, reports and statistics, and other data and conclusions derived therefrom, submitted in connection with any request for a Permit from any Governmental Authority relating to the Company with respect to its business were true, complete and correct in all material respects as of the date of submission and any material necessary or required updates, changes, corrections or modification to such submissions have been submitted to such Governmental Authority. (d) The Company has not received any written notice from any applicable Governmental Authority alleging that it is in material breach of or has materially failed to maintain any Permits which are necessary for the effective carrying on of its business as currently conducted. The Company has not had any product or facility subject to a Governmental Authority shutdown or an unresolved import detention or alert, nor received any FDA Form 483s that remain open, “warning letters,” “untitled letters,” or similar correspondence or notice from any Governmental Authority alleging or asserting material noncompliance with any applicable Law or Permit. (e) The Company is not the subject of any pending or, to the Company’s Knowledge, threatened proceeding with respect to the Company, its business, or products, by (i) the FDA pursuant to its “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” Final Policy set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto, or (ii) any Governmental Authority pursuant to any Food and Drug Law. The Company has not, nor to its Knowledge have any of its officers, employees or, agents, been convicted of any crime nor, to the Company’s Knowledge, engaged in any conduct that could result in a debarment, disqualification, suspension or exclusion (i) under 21 U.S.C. §335a, (ii) FDA investigator disqualification proceedings, (iii) FDA’s Application Integrity Policy, or (iv) any similar Law. The Company is not subject to any enforcement proceeding arising from material false statements to FDA pursuant to 18 U.S.C. § 1001. (f) Pre-clinical studies and clinical trials, if any, conducted by or sponsored by the Company (which, for the avoidance of doubt, shall not include investigator sponsored or initiated studies), in each case in relation to the Company business or products are being and have been, conducted in all material respects in accordance with Good Clinical Practices and all applicable Laws (including Food and Drug Laws). (g) All of the Company’s products have been manufactured, imported, exported, labelled, stored, tested, marketed, advertised, distributed and sold by the Company in material compliance with all applicable requirements under any federal Permit or Law, and, the Company’s Knowledge, any state or local Permit or Law, including the Food and Drug Laws. The Company has not received written notice of any pending or threatened proceeding from the DEA, FDA or other Governmental Authority alleging that any operation or activity of the Company in relation to the business is in material violation of any Laws, including Food and Drug Laws. (h) The Company has not, either voluntarily or involuntarily, initiated, conducted or issued, or caused to be initiated, conducted or issued, any recall, market withdrawal, or replacement, field advisory alert, investigator notice, or other notice or action relating to an alleged lack of safety or efficacy or regulatory compliance of any Company product. There are no open product complaints, or, to the Company’s Knowledge, other facts that would be reasonably likely to result in (i) any of the aforementioned safety notices with respect to Company products, (ii) a material change in labeling of any Company products, or (iii) a termination or suspension of marketing or testing of any such PermitCompany products. (i) The Company has not, nor, to the Company’s Knowledge, has any of its officers, directors, employees or, agents, been excluded or suspended from participation in any U.S. federal health care program or debarred by the FDA. Seller is The Company has not, nor, to the sole Company’s Knowledge, has any of its officers, employees, directors or, agents (i) been subjected to a pending or threatened proceeding that could result in debarment, suspension, or exclusion, or (ii) been convicted of any crime or been engaged in any conduct that could result in debarment, suspension or exclusion under any Food and exclusive owner Drug Law, or that could result in any conviction. Neither the Company, nor, to the Company’s Knowledge, any of its officers, employees, directors or agents, are party to nor have any ongoing reporting obligations pursuant to any corporate integrity agreement, deferred or non-prosecution agreement, monitoring agreement, consent decree, settlement order, plan of correction or similar agreement imposed by any Governmental Authority. (j) All Company products sold, manufactured, developed, rendered and/or distributed by the Company have been in conformity in all material respects with all applicable contractual commitments of the Company, applicable requirements of Laws and all express and implied warranties given by the Company, and the Company has no material liability for replacement thereof or other damages in connection therewith in excess of amounts covered under the Company’s products liability insurance. No products sold, manufactured, developed, rendered and/or distributed by the Company are subject to any guaranty, warranty or other indemnity by the Company beyond the Company’s applicable standard terms and conditions of sale or service. The Company has made available a correct and complete copy of each such Permit express warranty under which the Company has any warranty obligations. (k) There are no, and have not been, any material actual or alleged (in writing to the Company) design, manufacturing or other defects or malfunctions, latent or otherwise, with respect to any Company product (including by any subcontractor or other agent acting on behalf of the Company), and the Company has no, and has not granted had any, material liability, and to the Company’s Knowledge, there is no reasonable basis for any right present or future claim or proceeding against the Company giving rise to any material liability, arising out of reference with respect thereto. Schedule 4.18(b) also includes any injury or damage to any Person or property as a list result of all Products Registrationsany Company product.

Compliance with Laws; Permits. (a) Since January 1The Company, 2019: and each Asset Seller (i) Seller has complied to the extent relevant to the Business), is in compliance in all material respects with all Laws and Orders applicable to it or by which it or any of its properties or assets is bound. Since January 1, 2015, (i) none of the Purchased Assets, Company or any Asset Seller (to the Products or extent relevant to the Business; ) has been subject to any more than insubstantial fine or penalty or material Liability as a result of a failure to comply with any requirement of any applicable Law or Order, and (ii) none of the Purchased Assets and their uses comply in all material respects with all applicable Laws; and Company or any Asset Seller (iii) Seller is not subject to any outstanding Governmental Order with respect to the Purchased Assets, the Products or extent relevant to the Business) has received any notice of such noncompliance that would be reasonably likely to result in a more than insubstantial fine or penalty or material Liability. (b) Each The Company is the holder of all permits, registrations, licenses, certifications, franchises, approvals, accreditations and other authorizations (ieach, a “Permit”) of Seller required by Law or any Governmental Authority for it to own, lease and operate its officers, employees, contractors properties and agents has been duly granted all Permits required assets or necessary for the conduct of to carry on the Business as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits it is set forth on Schedule 4.18(b); (ii) of now being conducted. All such Permits are current and valid and in full force and effect. No such Permits are held by no revocation, suspension, restriction, cancellation or adverse modification of any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents Permit is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Sellerthe Company’s Knowledge, threatened, which would reasonably be expected to result in . Section 2.8(b) of the revocation, cancellation or suspension of any such Permit. Seller is the sole Company Disclosure Schedule sets forth a correct and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a complete list of all Products Registrationssuch material Permits, materially complete and correct copies of which have been provided to Purchaser. No material violation, default, or deficiency exists with respect to any such Permits listed on Section 2.8(b) of the Company Disclosure Schedule. (c) Notwithstanding anything in this Agreement to the contrary, the representations and warranties contained in this Section 2.8 shall not apply to compliance with Laws concerning Taxes (as to which certain representations and warranties are made pursuant to Section 2.15).

Compliance with Laws; Permits. (a) Each of the Company and the Company Subsidiaries has, since January 1, 2014, been in compliance, in all material respects, with all Laws which affect the business, properties or assets of the Company. Since January 1, 2019: (i) Seller 2014, no notice, charge or assertion has complied in all material respects with all Laws applicable been received by the Company or any Company Subsidiary or, to the Purchased AssetsCompany’s knowledge, threatened against the Company or any Company Subsidiary alleging any material non-compliance with any Laws affecting the business, properties or assets of the Company. Notwithstanding anything to the contrary in this Section 3.16(a), the Products or the Business; (iiprovisions of this Section 3.16(a) the Purchased Assets shall not apply to matters discussed in Section 3.11 and their uses comply in all material respects with all applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order with respect to the Purchased Assets, the Products or the BusinessSection 3.12. (b) Each (i) The Company and the Company Subsidiaries are in possession of Seller all authorizations, licenses, permits, certificates, approvals and its officers, employees, contractors and agents has been duly granted all Permits required or clearances of any Governmental Entity necessary for the conduct Company and the Company Subsidiaries to carry on its business in the manner described in the Company SEC Documents filed on or after January 1, 2014 and prior to the date hereof and as is being conducted as of the Business as conducted by Sellerdate of this Agreement (the “Company Permits”), including and all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Company Permits are valid valid, and in full force and effect, except where the failure to possess and maintain such Company Permits in full force and effect have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Entity, and all other filings required to have been made with respect to such Company Permits are held by have been duly made on a timely basis with the appropriate Governmental Entity, except in each case for failures to file which, individually or in the aggregate, would not have or reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents Company Subsidiary is in material violation or breach or violation of, or default under, any such Company Permit. Each , nor has the Company or any Company Subsidiary received any claim or notice indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of Seller and its officersany Company Permits, employeesexcept where the failure to be in compliance with the terms of any Company Permits, contractors and agents has filed all material reportsindividually or in the aggregate, notifications and filings with, and would not have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would or reasonably be expected to result in the revocation, cancellation or suspension of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes have a list of all Products RegistrationsCompany Material Adverse Effect.

Compliance with Laws; Permits. (a) Since Except as disclosed in Section 2.11(a) of the Company Disclosure Letter, (i) the Company and each of its Subsidiaries are, and since January 1, 2019: 2010 have been, in substantial compliance with and are not in default under or in violation of any applicable federal, state, local or foreign law, statute, ordinance, rule, regulation, writ, injunction, judgment or order, issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (i) Seller has complied each, a “Law” and collectively, “Laws”), except where such non-compliance, default or violation would not have, individually or in all material respects with all Laws applicable to the Purchased Assetsaggregate, the Products or the Business; a Company Material Adverse Effect, and (ii) since January 1, 2010, neither the Purchased Assets and Company nor any of its Subsidiaries, nor any of their uses comply in all material respects with all applicable Laws; and (iii) Seller is not subject to respective representatives, has received written notice of any outstanding Governmental Order with respect violation of any Law relating to the Purchased AssetsCompany or any of its Subsidiaries, except for possible violations which, individually or in the Products or the Businessaggregate, would not have a Company Material Adverse Effect. (b) Each (i) of Seller The Company and its officersSubsidiaries are in possession of all material authorizations, employeeslicenses, contractors permits, consents, certificates, approvals and agents has been duly granted all Permits required or orders of any Governmental Entity necessary for the conduct Company and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any of the Business as conducted by SellerCompany Permits would not have, including all Permits necessary to developindividually or in the aggregate, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such a Company Material Adverse Effect. All Company Permits are valid and in full force and effect. No such Permits , except where the failure to be in full force and effect would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Without limiting the generality of Section 2.11(a), (i) the Company and each of its Subsidiaries are, and since January 1, 2010 have been, in substantial compliance with and are held by not in default under or in violation of the export Laws of the United States (each, an “Export Law” and collectively, “Export Laws”), including, without limitation, (A) the Bureau of Industry and Security’s Export Administration Regulations, (B) the Office of Foreign Assets Control’s Trade Sanctions, (C) Arms Export Control Act, (D) the International Traffic in Arms Regulations, (E) antiboycott controls under the EAR’s Commerce Rules or the Internal Revenue Code’s Treasury Regulations, and (F) the United States Foreign Corrupt Practices Act, and (ii) since January 1, 2010, neither the Company nor any Affiliate of Seller. None its Subsidiaries, nor any of Seller their respective representatives, has received written notice of any violation of any Export Law relating to the Company or any of its officers, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocation, cancellation or suspension of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products RegistrationsSubsidiaries.

Compliance with Laws; Permits. (a) Since January Except as set forth in Section 3.8 of the Company Disclosure Letter, the Company and its Subsidiaries are (and since July 1, 2019: (i2008 have been) Seller has complied in compliance in all material respects with all laws (including common law), statutes, ordinances, codes, rules, regulations, decrees and orders of Governmental Authorities (collectively, “Laws”) applicable to the Company or any of its Subsidiaries, any of their properties or other assets or any of their businesses or operations. The Company and each of its Subsidiaries hold all material licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities, or required by Governmental Authorities to be obtained, in each case necessary for the lawful conduct of their respective businesses (collectively, “Permits”). Except as set forth in Section 3.8 of the Company Disclosure Letter, the Company and its Subsidiaries are (and since July 1, 2006 have been) in compliance in all material respects with the terms of all Permits. Since July 1, 2006, neither the Company nor any of its Subsidiaries has received written notice to the effect that a Governmental Authority (i) claimed or alleged that the Company or any of its Subsidiaries was not in compliance with all Laws applicable to the Purchased AssetsCompany or any of its Subsidiaries, any of their properties or other assets or any of their businesses or operations or (ii) was considering the Products amendment, termination, revocation or cancellation of any Permit. The consummation of the BusinessMerger, in and of itself, will not cause the revocation or cancellation of any Permit. (b) Without limiting the generality of the foregoing, (i) neither the Company nor any of its Subsidiaries has been debarred or suspended from, or declared ineligible for, government procurement pursuant to 48 C.F.R. subpart 9.4, or any comparable state or local Laws and, to the Knowledge of the Company, no facts or circumstances exist that could reasonably be expected to give rise to debarment, suspension, or a declaration that the Company or any of its Subsidiaries is ineligible for government procurement; (ii) the Purchased Assets Company and their uses comply its Subsidiaries are (and since July 1, 2006 have been) in compliance in all material respects with the Federal Highway Administration’s acquisition regulations (48 C.F.R. §§1200-1299) and all applicable comparable state or local Laws; (iii) to the extent such requirements have been imposed upon them, the Company and its Subsidiaries are (and since July 1, 2006 have been) in compliance in all material respects with the Buy American Act (41 U.S.C. §§10a-10b) and the Truth-in-Negotiations Act (41 U.S.C. §254b); and (iiiiv) Seller neither the Company nor its Subsidiaries is not the subject to of any outstanding Governmental Order with respect pending claim pursuant to the Purchased AssetsFalse Claims Act (31 U.S.C. §§3729 et seq.) and, to the Products or the Business. (b) Each (i) of Seller and its officers, employees, contractors and agents has been duly granted all Permits required or necessary for the conduct Knowledge of the Business as conducted by SellerCompany, including all Permits necessary no facts or circumstances exist that could reasonably be expected to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, give rise to a claim under the False Claims Act or export any comparable state or local Laws against the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller Company or any of its officers, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocation, cancellation or suspension of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products RegistrationsSubsidiaries.

Compliance with Laws; Permits. (a) Except as set forth in Section 3.10(a) of the Company Disclosure Schedule, the Company and its Subsidiaries are, and since January 1, 2005 have been, in compliance with and are not in default under or in violation of, and have not received any written or oral notices of any pending violation with respect to, any and all material Laws and Orders applicable to the Company and its Subsidiaries, including but not limited to laws and regulations applicable to the production and sale of alcoholic beverage products (“Alcoholic Beverage Laws”) and “dram shop” laws. (b) The Company and each of its Subsidiaries has in effect all approvals, authorizations, certificates, filings, franchises, licenses (including the Liquor Licenses), notices and permits of or with all Governmental Entities, and third persons (collectively, “Permits”) necessary for it to own, lease or operate its properties and other assets and to carry on its business and operations as currently conducted and all such Permits are in full force and effect, except where the failure to possess all such Permits has not, and would not reasonably be expected to, result in a Material Adverse Effect. Since January 1, 2019: 2005, except in each case which has been cured, there has occurred no default under, or violation, of, any such Permit and none of the Company or any of its Subsidiaries has received written notice that such Permit will not be renewed. The consummation of the transactions contemplated in this Agreement (iincluding the Offer or the Merger) Seller has complied will not affect the validity or cause the revocation, modification or cancellation of any such Permit. (c) The Company and each of its Subsidiaries have made, on a timely and accurate basis, all filings with all Governmental Entities and obtained all registrations and authorizations required for the production and sale of alcoholic beverages in all material respects states and provinces in the United States, where it offers or has offered or sold alcoholic beverages, including all amendment and renewal filings, and any other alcoholic beverages disclosure document used by the Company or any of its Subsidiaries in connection with all Laws applicable to the Purchased Assets, the Products or the Business; (ii) the Purchased Assets production and their uses sale of alcoholic beverages comply in all material respects with all the requirements of applicable Laws; , rules and (iii) Seller is not subject regulations applicable to any outstanding Governmental Order with respect to their use at the Purchased Assets, times used. The Company has provided Parent a copy of the Products or audit report from its recent audit by the BusinessTTB. (bd) Each (iSection 3.10(d) of Seller the Company Disclosure Schedule sets forth a complete and accurate list of each United States jurisdiction in which the Company and its officersSubsidiaries since January 1, employees2005, contractors have been, and agents are currently, registered or authorized to offer and sell alcoholic beverages and jurisdictions in which the Company sold an alcoholic beverage since January 1, 2005. (e) Section 3.10(e) of the Company Disclosure Schedule sets forth a complete and accurate list of all liquor licenses (including wine and beer licenses) held or used by the Company and any of its Subsidiaries (collectively, the “Liquor Licenses”) in connection with the operation of each restaurant and brewery operated by the Company or any of its Subsidiaries, along with the name and address of each such restaurant or brewery, and the expiration date of each such Liquor License. To the extent required by applicable Law, each restaurant and brewery currently operated by the Company or any of its Subsidiaries possesses a valid Liquor License. Each of the Liquor Licenses has been duly granted all Permits required or necessary for validly issued, and any subsequent changes in fact (other than the conduct execution of this Agreement by the Company and, as of the Business as conducted Appointment Time, the payment for shares tendered in the Offer) affecting such licenses that were required by SellerLaw to be reported to the applicable alcoholic beverage licensing authorities, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits have been so reported. Each Liquor License is set forth on Schedule 4.18(b); (ii) of such Permits are valid and in full force and effecteffect and is adequate for the current conduct of the operations at the restaurant or brewery for which it is used. No such Permits are held by any Affiliate Except as set forth on Section 3.10(e) of Seller. None of Seller or the Company Disclosure Schedule, neither the Company nor any of its officersSubsidiaries has received any written notice of any pending or threatened modification, employees, contractors and agents is in material breach suspension or violation of, cancellation of a Liquor License or default under, any such Permitproceeding related thereto. Each Except as set forth on Section 3.10(e) of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s KnowledgeCompany Disclosure Schedule, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, disciplinary actions or past disciplinary actions or any other actions relating to Seller’s Knowledge, threatened, which any Liquor License that would reasonably be expected to result have any material and adverse impact on any restaurant or brewery or the ability to maintain or renew any Liquor License. (f) With respect to any product currently (or within the past seven years) produced, manufactured, supplied, marketed, distributed or sold by the Company or any of its Subsidiaries, such products (i) are not, and have not been, adulterated or misbranded within the meaning of those terms under the Federal Food, Drug and Cosmetic Act, as amended, or any applicable Laws, rules and regulations, and (ii) in all material respects do comply, and have complied, with all applicable Laws, rules and regulations relating to the revocationproduct’s manufacture, cancellation quality, labeling, identity, quantity, packaging or suspension of any such Permit. Seller is other matter applicable to the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrationsproducts.

Compliance with Laws; Permits. (a) Since January 1The Company Group is, 2019: (i) Seller has complied and since the Lookback Date have been, in all material respects compliance with all Laws applicable and Company Privacy Policies, except for such noncompliance that, individually or in the aggregate, would not, and would not reasonably be expected to, be material to the Purchased AssetsCompany Group, taken as a whole. Since the Products or Lookback Date, neither the Business; (ii) Company nor the Purchased Assets and their uses comply in all material respects with all applicable Laws; and (iii) Seller is not subject to Company Subsidiary has received any outstanding written notice from a Governmental Order with respect to the Purchased Assets, the Products or the Business. (b) Each (i) of Seller and its officers, employees, contractors and agents has been duly granted all Permits required or necessary for Authority that alleges the conduct of the Business as conducted by Selleris not or may not be in compliance with any Law or Judgment applicable to the Company Group or its properties or assets. The Company Group possess all material licenses, including all Permits permits, registrations, permanent certificates of occupancy, authorizations, and certificates from any Governmental Authority (collectively, “Permits”) necessary to developconduct the Business as currently conducted and all such Permits are valid and are in full force and effect, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, except for any failure to possess such Permits or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) any failure of such Permits are to be valid and in full force and effecteffect that, individually or in the aggregate, would not, and would not reasonably be expected to, be material to the Company Group, taken as a whole. No A true, correct and complete list of all material Permits held by the Company Group and primarily or exclusively used in the Business as of the date hereof (other than Educational Approvals) is set forth on Section 3.18 of the Seller Disclosure Schedule. The Company and the Company Subsidiary are in compliance in all material respects with the terms of such Permits are and of any material Permits held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors Subsidiaries other than the Company Group and agents is in material breach primarily or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result exclusively used in the revocation, cancellation or suspension Business as of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrationsdate hereof (other than Educational Approvals).

Compliance with Laws; Permits. (a) Since Except as set forth in Section 5.10(a) of the Parent Disclosure Schedule, the Parent Group is and, since January 1, 2019: (i) Seller 2018 has complied been, in all material respects compliance with all Laws applicable to which the Parent Group or any of their properties or assets are subject, except in each case to the Purchased Assets, extent that the Products or the Business; (ii) the Purchased Assets and their uses failure to so comply in all material respects with all applicable Laws; and (iii) Seller is does not subject to any outstanding Governmental Order with respect to the Purchased Assets, the Products or the Businessconstitute Parent Material Adverse Effect. (b) Each Except as set forth in Section 5.10(b) of the Parent Disclosure Schedule, (i) of Seller and its officers, employees, contractors and agents the Parent Group has been duly granted all Permits required or necessary for the conduct of the Business as conducted by Seller, including all Permits that are necessary to developpermit the Parent Group to carry on their businesses in all material respects as currently conducted, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits are valid and in full force and effect. No , and (iii) all fees and charges with respect to such Permits are held by any Affiliate as of Sellerthe date hereof have been paid in full, except in each case as does not constitute Parent Material Adverse Effect. None of Seller or any of its officersSince January 1, employees2018, contractors and agents is in material breach or violation ofthere has been no violation, cancellation, revocation or default underof any Permit, nor has any such Permit. Each event occurred that with or without notice or lapse of Seller and its officerstime or both, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in any such violation, cancellation, revocation or default, that has had a Parent Material Adverse Effect. (c) In the revocationpast five (5) years, cancellation none of the Parent Group, or suspension to the Knowledge of Parent, none of their Representatives acting on behalf of the Parent Group, has (i) violated any provision of any such Permitapplicable Anti-Corruption Law; (ii) made any bribe, kickback or other unlawful payment to any governmental official to obtain or retain business; (iii) used or attempted to use any corporate funds for any unlawful contribution or other unlawful expenses relating to political activity or a charitable donation; or (iv) made any unlawful offer, unlawful promise to pay, or direct or indirect unlawful payment to or for the use or benefit of any governmental official. Seller is the sole The Parent Group has instituted and exclusive owner of each such Permit maintained and has not granted any right of reference enforced policies and procedures reasonably designed to promote and ensure compliance with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrationsapplicable Anti-Corruption Laws.

Compliance with Laws; Permits. (a) Since January 1Except as provided in Schedule 2.13, 2019: (i) Seller has complied the Company and its Subsidiary are in compliance, and the business of the Company and its Subsidiary have been conducted in compliance with, all material respects with all Laws federal, state, local and foreign laws, rules, ordinances, codes, consents, authorizations, registrations, regulations, decrees, directives, judgments and orders applicable to them, their business and the Purchased Assetsownership of their assets including, but not limited to, Environmental Laws (as defined below) except where the Products failure to comply would not individually or in the aggregate have a Material Adverse Effect. The Company and its Subsidiary have all federal, state, local and foreign governmental licenses, permits, qualifications and authorizations ("Permits") necessary in the conduct of the business as currently conducted. All such Permits are in full force and effect, and no violations have been recorded in respect of any such Permits; no proceeding is pending or, to the best knowledge of the Company, threatened to revoke or limit any such Permit; and no such Permit will be suspended, canceled or adversely modified as a result of the execution and delivery of this Agreement or the Business; (ii) other documents delivered by the Purchased Assets Company pursuant to or in connection with this Agreement and their uses comply the consummation of the transactions contemplated hereby or thereby, except in all material respects with all applicable Laws; and (iii) Seller is any of the foregoing cases where failure to have such Permit would not subject to any outstanding Governmental Order with respect to individually or in the Purchased Assets, the Products or the Businessaggregate have a Material Adverse Effect. (b) Each For purposes of this Agreement, "Environmental Laws" means, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. xx.xx. 9601, et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. xx.xx. 11001, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. xx.xx. 6901, et seq.; the Toxic Substances Control Act, 15 U.S.C. xx.xx. 2601, et seq.; the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. xx.xx. 136, et seq.; the Clean Air Act, 42 U.S.C. xx.xx. 7401, et seq.; the Clean Water Act (i) of Seller Federal Water Pollution Control Act), 33 U.S.C. xx.xx. 1251, et seq.; the Safe Drinking Water Act, 42 U.S.C. xx.xx. 300f, et seq.; the Occupational Safety and its officersHealth Act, employees29 U.S.C. xx.xx. 641, contractors and agents has been duly granted all Permits required or necessary for et seq.; the conduct Hazardous Materials Transportation Act, 49 U.S.C. xx.xx. 1801, et seq.; as any of the Business above statutes have been or may be amended from time to time, all rules and regulations promulgated pursuant to any of the above statutes, and any other foreign, federal, state or local law, statute, ordinance, rule or regulation governing environmental matters, as conducted by Sellerthe same have been or may be amended from time to time, including all Permits necessary any common law cause of action providing any right or remedy with respect to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings withenvironmental matters, and have paid all regulatory fees toapplicable judicial and administrative decisions, the applicable Governmental Authority necessary orders, and decrees relating to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocation, cancellation or suspension of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrationsenvironmental matters.

Compliance with Laws; Permits. (a) Since January 1Except as set forth on Section 4.8(a) of the Company Disclosure Schedule, 2019: each of the Companies is in material compliance and each of the Companies and FMG Outdoor has, in the three (i3) Seller years prior to the date of this Agreement, materially complied with all Laws applicable to the ownership of the assets of the Companies and the operation of the Business. In the three (3) years prior to the date of this Agreement, neither the Companies nor FMG Outdoor has received any written notice of, or been formally charged by a Governmental Authority with, the material violation of any Laws applicable to the ownership of the assets of the Companies or the operation of the Business, including, without limitation, the Owned Real Property and the Leased Real Property. (b) Except as set forth on Section 4.8(b) of the Company Disclosure Schedule, each of the Companies holds (or the Business otherwise validly operates under) and is in compliance with the terms of all material Permits that are required for the ownership of the assets of the Companies and the operation of the Business, including from the Owned Real Property and Leased Real Property. All such Permits are validly held by the Companies and, since the Reference Date, the Companies and FMG Outdoor have complied in all material respects with all Laws applicable the terms and conditions thereof. In the three (3) years prior to the Purchased Assetsdate of this Agreement, neither the Products Companies, FMG Outdoor nor any of their respective Affiliates has received written notice of any Legal Proceeding or the Business; (ii) the Purchased Assets and their uses comply in all other material respects with all applicable Laws; and (iii) Seller is not subject noncompliance relating to any outstanding Governmental Order with respect to the Purchased Assets, the Products or the Businesssuch Permits. (bc) Each (i) of Seller and its officers, employees, contractors and agents has been duly granted all Permits required or necessary for the conduct None of the Business as conducted representations and warranties contained in this Section 4.8 shall be deemed to relate to tax matters (which are governed by SellerSection 4.9), including all Permits necessary to developenvironmental matters (which are governed by Section 4.11), manufacture, test, store, handle, label, package, sell, market, promote, distribute, importemployee benefits matters (which are governed by Section 4.15), or export the Products, each of employment matters (which Permits is set forth on Schedule 4.18(bare governed by Section 4.16); (ii) of such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocation, cancellation or suspension of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrations.

Compliance with Laws; Permits. (a) Since Except for such noncompliance that would not reasonably be expected to have a Material Adverse Effect on the Acquired Company’ ability to perform its obligations hereunder, or as disclosed on Section 4.8(a) of the Disclosure Schedule, the Acquired Company is, and since January 1, 2019: (i) Seller 2014, has complied been, in all material respects compliance with all Laws applicable to the Purchased Assets, the Products it or the Business; (ii) the Purchased Assets and their uses comply in all material respects with all applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order with respect to the Purchased Assets, the Products its business or the Businessproperties. (b) Each (iExcept as set forth on Section 4.8(b) of Seller and its officersthe Disclosure Schedule, employees, contractors and agents has been duly granted the Acquired Company is in possession of all Permits required or that are necessary for the Acquired Company to own, lease, maintain, and operate its assets and properties and conduct its business as currently conducted in compliance with applicable Law, except the extent to which the failure to has not had, or would not reasonably be expected to have, a Material Adverse Effect on the Acquired Company’s ability to perform its obligations hereunder or any of its assets (collectively, the “Company Permits”). Each of the Business as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Company Permits is set forth on Schedule 4.18(b); (ii) of such Permits are valid and in full force and effecteffect and the Acquired Company is in compliance with the terms of all such Company Permits, except for such noncompliance that would not have, or reasonably be expected to have, a Material Adverse Effect. No such Permits are held by any Affiliate of Seller. None of Seller suspension, cancellation or any of its officers, employees, contractors and agents modification is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledgethe Knowledge of the Sellers, threatened, which would reasonably be expected with respect to result in any of the revocationCompany Permits, and no such suspension, cancellation or suspension modification will occur as a result of the Transactions. Since January 1, 2014, (i) no material violations are or have been recorded in respect of any such Permit. Seller is Company Permits, and (ii) the sole and exclusive owner of each such Permit and Acquired Company has not granted received any right written notice from any Governmental Entity regarding an actual or alleged violation of, conflict with, or failure to comply with, any term or requirement of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrationsany Company Permit.

Compliance with Laws; Permits. (a) Since January 1Except as set forth in Section 4.18(a) of the Company Disclosure Schedules, 2019: (i) Seller Company has complied and is in all material respects with all Laws applicable to the Purchased Assets, the Products or the Business; (ii) the Purchased Assets and their uses comply compliance in all material respects with all applicable Laws; Laws and (iiiOrders. Except as set forth in Section 4.18(a) Seller is not subject to of the Company Disclosure Schedules, no notices have been received by, and no claims have been filed against, Company alleging a violation of any outstanding Governmental Order with respect such Laws or Orders, and, to the Purchased AssetsSellers’ knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time or both) may constitute or result in a violation by Company of, or a failure on the Products part of Company to comply with, any Laws or the BusinessOrders. (b) Each (iExcept as set forth in Section 4.18(b) of Seller and the Company Disclosure Schedules, Company holds all Permits, including the Cannabis Licenses, required for the lawful conduct of its officersbusiness, employeesas presently conducted, contractors and agents has been duly granted all Permits required or necessary for the conduct lawful ownership and/or lease of its properties and assets or the operation of its business as presently conducted. Except as set forth in Section 4.18(b) of the Business as conducted by SellerCompany Disclosure Schedules, including all Permits necessary Company has not received any notices alleging the failure to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of hold any Permit from any Government Authority. All such Permits are valid and in full force and effect. No Except as set forth in Section 4.18 of the Company Disclosure Schedules, Company is in compliance in all material respects with all terms and conditions of all such Permits are held by and is not subject to any Affiliate Action with respect to those Permits. Except as set forth in Section 4.18(b) of Seller. None of Seller or any of its officersthe Company Disclosure Schedules, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effectwill be available for use by Company immediately after the Closing based upon the pre-approval of the appropriate Governmental Authority responsible for such approval. To Seller’s Knowledge, there is no basis Any applications for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocation, cancellation or suspension renewal of any such PermitPermit which are due prior to the Closing Date shall be timely made or filed by Company prior to the Closing Date. Seller Any applications for the transfer of any such Permit which are due prior to the Closing Date shall be timely made or filed by Company prior to the Closing Date. No proceeding to modify, suspend, revoke, withdraw, terminate or otherwise limit any such Permit is pending or threatened and neither the sole Company nor any of the Sellers know of any valid basis for such proceeding, including the transactions contemplated hereby. (c) Except as set forth in Section 4.18(c) of the Company Disclosure Schedules, Buyer has been supplied with a correct and exclusive owner complete copy of each Permit of Governmental Authorities obtained or possessed by Company. (d) Company has duly and timely filed and complied with all applicable Laws relating to reports, certifications, declarations, statements, information or other filings submitted or to be submitted to any Governmental Authority, and all such Permit submissions or filings were true and complete when submitted or filed and, to the extent required by an applicable Laws, have been updated properly and completely. (e) Neither Company nor, to the Sellers’ knowledge, any director, officer, employee, agent or other Person acting or purporting to act on behalf of such Company in connection with the Business has not granted directly or indirectly (i) given or agreed to give any right bribe, kickback, or other illegal payment from corporate funds; (ii) used any of reference its funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from its funds; (iv) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977; (v) established or maintained any unrecorded fund or asset; (vi) concealed or mischaracterized an illegal or unauthorized payment or receipt; (vii) knowingly made a false entry in the business records; or (viii) committed or participated in any act which is illegal or could subject Company, Buyer or Parent to fines, penalties or other sanctions under applicable Law. (f) Company has in place the policies, programs and procedures reasonably necessary and advisable for its operations regarding (i) security, surveillance and anti-diversion for any facility at which Company has or intends to have cultivation, processor or dispensary facilities, (ii) the storage and disposal of fertilizers, herbicides and pesticides used and stored at each location currently or formerly owned or leased by the Company for cultivation, processor or dispensary facilities, (iii) the transportation of cannabis, cannabis infused products/by-products and/or cash to or from any of the Company’s cultivation, processor or dispensary facilities, and (iv) the storage and disposal of cannabis and cannabis infused products and byproducts, and such policies, programs and procedures comply with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrationsapplicable regulatory requirements.

Compliance with Laws; Permits. (a) Since January 1To the Knowledge of the Company, 2019: each of the Company and Wholesale Holdings is, and for the last three (i3) Seller years has complied been, in compliance in all material respects with all Laws applicable to the Purchased Assets, the Products it or the operation, use, occupancy or ownership of its assets or properties or the conduct of the Business; (ii) . Neither the Purchased Assets and their uses Company nor Wholesale Holdings has received written notice from any Governmental Body of any failure to comply in all material respects with all applicable Laws; and (iii) Seller any Law. There is not subject to any outstanding no investigation by a Governmental Order with respect Body pending against or, to the Purchased AssetsKnowledge of the Company, threatened against the Products or the BusinessCompany. (b) Each (iWholesale Holdings does not hold any Permits with respect to the Business. Section 3.16(b) of Seller the Disclosure Schedule contains a complete and its officers, employees, contractors and agents has been duly granted all Permits accurate list of each material Permit that is held by the Company or that otherwise relates to the Business. Each Permit listed or required or necessary for the conduct to be listed in Section 3.16(b) of the Business as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits Disclosure Schedule is set forth on Schedule 4.18(b); (ii) of such Permits are valid and in full force and effect. No such Permits are held by any Affiliate Except as set forth in Section 3.16(b) of Seller. None of Seller or any of its officersthe Disclosure Schedule: (i) the Company is, employeesand has been for the last three (3) years, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain compliance with all of the terms and requirements of each Permit identified or required to be identified in Section 3.16(b) of the Disclosure Schedule; (ii) the Company has not received written notice from any Governmental Body regarding any (A) actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Permit listed or required to be listed in Section 3.16(b) of the Disclosure Schedule that has not been resolved without a penalty that continues to impact such Permits in full force and effect. To Seller’s KnowledgePermit or (B) any actual, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending orproposed, to Seller’s Knowledgepossible or potential revocation, threatenedwithdrawal, which would reasonably be expected to result in the revocationsuspension, cancellation or suspension termination of any Permit listed or required to be listed in Section 3.16(b) of the Disclosure Schedule that has not been resolved without a penalty that continues to impact such Permit; and (iii) all applications required to have been filed for the most-recent renewal of the Permits identified or required to be identified in Section 3.16(b) of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies. Seller is The Permits identified in Section 3.16(b) of the sole Disclosure Schedule collectively constitute all of the material Permits necessary to enable the Company to lawfully conduct and exclusive owner of each operate the Business and to own and use its assets in the manner in which it currently owns and uses such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrationsassets.

Compliance with Laws; Permits. (a) Since January 1Except with respect to federal Laws relating to the manufacture, 2019use, possession, cultivation, and distribution of marijuana, its cannabinoids, and cannabimimetic agents (including, without limitation, the Controlled Substances Act), the Company is and has been in material compliance with all Laws of any Government Entity applicable to the Company. Except as set forth in Schedule 3.15(a), other than routine, nonmaterial warning letters received from the Colorado Marijuana Enforcement Division (the “Colorado MED”) that have been previously addressed in the Ordinary Course and other notices which did not result in any individual fine or sanctions equal to or greater than $1,500 or a temporary suspension of the Company’s business for more than 24 hours, the Company has not received any written notice from a Government Entity that alleges that it is not in material compliance with any Law, and the Company has not been subject to any adverse inspection, finding, investigation, penalty assessment, audit or other compliance or enforcement action. (b) Except as set forth in Schedule 3.15(b)(i), the Company holds and is, and has been, in material compliance with all Permits, licenses, bonds, approvals, certificates, registrations, accreditations and other authorizations of all Government Entities required for the conduct of the business of the Company and the ownership of its properties. Schedule 3.15(b)(ii) sets forth an accurate and complete list of all of such Permits, licenses, bonds, approvals, certificates, registrations, accreditations and other authorizations (collectively, the “Company Permits”), including with respect to each Company Permit: (i) Seller has complied in all material respects with all Laws applicable the operations, activities, locations and/or facilities authorized, covered by, or subject to the Purchased Assets, the Products or the Businesssuch Company Permit; (ii) the Purchased Assets and their uses comply in all material respects with all applicable Lawsissuer of such Company Permit; and (iii) Seller the expiration or renewal date for such Company Permit and (iv) any conditions provided in such Company Permit. All conditions of or restrictions on such Company Permits that may materially affect the ability to perform any cannabis related activity authorized by Colorado law, whether or not embodied in the Company Permit, have been disclosed to representatives of Buyer. Except as set forth in Schedule 3.15(b)(i), each Company Permit is in full force and effect, and is not subject to any outstanding Governmental Order with respect pending or threatened administrative or judicial proceeding to revoke, cancel, suspend or declare such Permit invalid. The Company Permits are the Purchased Assetsonly licenses, the Products or the Business. (b) Each (i) of Seller permits, franchises, authorizations and its officers, employees, contractors and agents has been duly granted all Permits approvals required or necessary for the conduct of the Business business of the Company as presently conducted. The Company has not violated a material term of any Company Permit or a material condition under which any Company Permit was granted. All renewals for the Company Permits have been timely applied for and no event or circumstance has occurred or exists that would prohibit or prevent the re-issuance to the Buyer or the Company of any of the Company Permits. All fees and charges with respect to such Company Permits as of the date hereof have been paid in full and will be paid through the Closing Date. (c) The Company is in good standing with all Government Entities that have jurisdiction over the Company, and has conducted by Sellerthe business of the Company in accordance and compliance with, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is applicable Laws in all material respects. Except as set forth on Schedule 4.18(b); (ii) of such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocation, cancellation or suspension of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrations.Schedule

Compliance with Laws; Permits. ‌ (a) Since January 1Except as set forth in Section 3.18(a) of the Company Disclosure Letter or with respect to the illegality of marijuana and cannabis under United States federal law or as otherwise disclosed with respect to the Environmental Laws covered in Section 3.19 of the Company Disclosure Letter, 2019: (i) Seller each of the Companies has complied in all material respects complied, and is now complying, with all Laws applicable to the Purchased Assetsit or its properties, the Products assets or the Company Business; (ii. Except as set forth in Section 3.18(a) of the Purchased Assets and their uses comply in all Company Disclosure Letter, none of the Companies has received any written notice of any material respects with all inquiry, investigation, violation or alleged violation of any applicable Laws; and (iii) Seller is not subject to any outstanding Law or Governmental Order with respect to that would, in any such case, have a Material Adverse Effect of the Purchased Assets, the Products or the Business.Company.‌‌ (b) Each Section 3.18(b) of the Company Disclosure Letter sets out all the local and state cannabis permits necessary for the operation of the Company Business (the Company Cannabis Permits). (i) of Seller and its officers, employees, contractors and agents has been duly granted all Permits required or necessary for the conduct Except as set forth in Section 3.18(b) of the Business as conducted by SellerCompany Disclosure Letter, all Company Cannabis Permits and all other material Permits, including without limitation all Company Cannabis Permits necessary to developand other material Permits, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, required for each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits the Companies to conduct the Company Business have been obtained by it or by their Affiliates and are valid and in full force and effect. No effect in accordance with their terms, and each of the Companies has timely executed the relevant requirements for the renewal of such Company Cannabis Permits are held or other material Permits, whenever needed, and (ii) no written notice of revocation, cancellation or termination of any Company Cannabis Permit or other material Permit has been received by any Affiliate of Sellerthe Companies. None All fees and charges with respect to such Company Cannabis Permits and other material Permits as of Seller or the date hereof have been paid in full. Section 3.18(b) of the Company Disclosure Letter lists all current Company Cannabis Permits and all other material Permits issued to any of its officersthe Companies, employees, contractors including the names of the Permits and agents is in material breach or violation of, or default under, any such Permit. Each their respective dates of Seller issuance and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are Except as set forth in Section 3.18(b) of the Company Disclosure Letter or as a result of a change in Law, no Actions pending orevent has occurred that, to Seller’s Knowledgewith or without notice or lapse of time or both (including after the Closing), threatened, which would reasonably be expected to result in the revocation, cancellation suspension, lapse or suspension limitation of any such Permit. Seller is the sole and exclusive owner of each such Company Cannabis Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrations.or other material Permit.‌

Compliance with Laws; Permits. (a) The Company is (and since January 1, 2011 has been) in compliance with all laws (including common law), statutes, ordinances, codes, rules, regulations, decrees and Orders (collectively, “Laws”) applicable to the Company, except where such non-compliance would not reasonably be expected to have a Company Material Adverse Effect; provided that the Company has not committed nor is liable for any violation of any criminal Law. Except as set forth in Section 3.8(a) of the Company Disclosure Schedule, since January 1, 2011 and through the date of this Agreement, to the Knowledge of the Company, no Governmental or Regulatory Authority has issued any written notice or notification stating that the Company is not in compliance in any material respect with any Law. (b) The Company (i) holds all material licenses, franchises, permits, certificates, clearances, approvals and authorizations from Governmental or Regulatory Authorities, or required by Governmental or Regulatory Authorities to be obtained, in each case necessary for the lawful conduct of their respective businesses (collectively, “Permits”) or (ii) has otherwise documented its reasonable and good faith current determination that statutory and/or regulatory exemptions apply. The Company is (and since January 1, 2011 has been) in compliance in all material respects with the terms of all material Permits. Since January 1, 2019: 2011 and through the date of this Agreement, to the Knowledge of the Company, the Company has not received written notice to the effect that a Governmental or Regulatory Authority (i) Seller has complied claimed or alleged that the Company was not in all material respects compliance with all Laws applicable to the Purchased Assets, the Products Company or the Business; (ii) was considering the Purchased Assets and their uses comply in all material respects with all applicable Laws; and (iii) Seller is not subject to amendment, termination, revocation, suspension or cancellation of any outstanding Governmental Order with respect to the Purchased Assets, the Products or the Business. (b) Each (i) of Seller and its officers, employees, contractors and agents has been duly granted all Permits required or necessary for the conduct Permit. The consummation of the Business as conducted by SellerMerger, including all Permits necessary to developin and of itself, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending orcause the revocation or cancellation of any Permit, to Seller’s Knowledge, threatened, which except where such revocation or cancellation would not reasonably be expected to result in the revocation, cancellation or suspension of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes have a list of all Products RegistrationsCompany Material Adverse Effect.

Compliance with Laws; Permits. (a) Since January 1Except as set forth in Section 3.14(a) of the Disclosure Schedules, 2019: (i) Seller each member of the Company Group is, and in the past five years has complied been, in all material respects with all Laws applicable to the Purchased Assets, the Products or the Business; (ii) the Purchased Assets and their uses comply compliance in all material respects with all applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order with respect Laws relating to the Purchased Assetsoperation of its business and the maintenance and operation of its properties and assets (including without limitation each Real Property). In the past five years, no written notices have been received by, and no Actions have been initiated against, the Products Company or the Businessany of its Subsidiaries alleging or pertaining to a violation of any such Laws. (b) Each (iExcept as set forth in Section 3.14(b)(i) of Seller and its officersthe Disclosure Schedules, employees, contractors and agents has been duly granted each member of the Company Group possesses all Permits required or that are necessary for the conduct operation of the Business business of each such member of the Company Group as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, importpresently conducted, or export that are necessary for the Productslawful ownership of its properties and assets (including without limitation each Real Property) or operation of its facilities. Section 3.14(b)(ii) of the Disclosure Schedules sets forth a list of all of such Permits. In the past five years, each no written notices have been received by any member of which Permits is set forth on Schedule 4.18(b); (ii) the Company Group alleging the failure to hold any of the foregoing or any violations in respect thereof. All of such Permits are valid in good standing and in full force and effecteffect and will be available for use by the Company Group immediately after the Closing. (c) No member of the Company Group, including their employees, directors, agents or other Persons acting on their behalf, has, directly or indirectly, taken any action that would cause the Company Group to be in violation of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any other anticorruption or anti-bribery Laws applicable to the Company Group (collectively with the FCPA, the “Anticorruption Laws”). No such Permits are held by any Affiliate member of Seller. None of Seller or any of its officersthe Company Group, including their employees, contractors and directors, agents is or other persons acting on their behalf, has, directly or indirectly, corruptly given, loaned, paid, promised, offered or authorized payment of money or anything of value to any “foreign official” as defined in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending FCPA or, in violation of applicable Law, to Seller’s Knowledgeany other government official, threatened, which would reasonably be expected to result in the revocation, cancellation secure any improper advantage or suspension of to obtain or retain business for any such PermitPerson or to achieve any other purpose prohibited by Anticorruption Laws. Seller is the sole The Company Group has established and exclusive owner of each such Permit implemented reasonable internal controls and has not granted any right of reference procedures intended to ensure compliance with respect thereto. Schedule 4.18(b) also includes a list of all Products RegistrationsAnticorruption Laws.

Compliance with Laws; Permits. (a) Since January 1Each Acquired Company is and has at all times been in compliance in all material respects with all Health Care Laws and Information Privacy and Security Laws and has been in material compliance with all other Laws, 2019: in each case applicable to such Acquired Company or any of its assets, business or operations; provided, however, for the avoidance of doubt, Laws applicable to any Acquired Company or any of its assets, business or operations means those Laws that apply to such Acquired Company based on its operations as of a particular date with respect to which compliance would be required. Each Acquired Company holds all Permits necessary to conduct its business and operate its assets in all material respects, and all such Permits are in full force and effect. Each Acquired Company is and has always been in material compliance with the terms of all Permits necessary to conduct its business and to lease and operate its properties and facilities. Section 3.08(a) of the Disclosure Schedule sets forth a list of all Permits that are held by the Acquired Companies. No Acquired Company has received notice from any Governmental Authority claiming or alleging that such Acquired Company was not in compliance with all Laws applicable to such Acquired Company or its business or operations; no Acquired Company has received in writing a notice of assessment of any penalty with respect to any alleged failure by such Acquired Company to have or comply with any Permit. (ib) Seller No Acquired Company, or, to the Company’s Knowledge, any of its officers, directors, Employees, Consultants or agents, has, in the operating of such Acquired Company’s business, engaged in any activities which are prohibited or are cause for criminal or civil penalties or mandatory or permissive exclusion from Medicare, Medicaid or any other state or federal health care program under 42 U.S.C. §§ 1320a-7, 1320a-7a, 1320a-7b or 1395nn, 5 U.S.C. § 8901 et seq. (the Federal Employees Health Benefits program statute), or the regulations, agency guidance, or similar legal requirement promulgated pursuant to such statutes or any analogous state or local Laws. (c) No Acquired Company, or, to the Company’s Knowledge, any of its directors, officers, Employees, Consultants, or agents, in their capacity as officers, directors, Employees, Consultants or agents of such Acquired Company, has, directly or indirectly given any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental official or employee or other Person. (d) No Acquired Company or any of its Employees, or, to the Company’s Knowledge, any of its Consultants, agents or vendors has been excluded, suspended, debarred or otherwise sanctioned by any Governmental Authority, including the U.S. Department of Health and Human Services Office of Inspector General or the General Services Administration. (e) Each Acquired Company has the necessary agreements with all of such Acquired Company’s “business associates” as such term is defined by and as such agreements are required by HIPAA. Each Acquired Company has at all times complied in all material respects with all Laws rules, policies, and procedures established by such Acquired Company from time to time and as applicable to the Purchased Assets, the Products or the Business; (ii) the Purchased Assets and their uses comply in all material respects with all applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order with respect to the Purchased Assetsprivacy, the Products security, data protection, or the Businesscollection and use of PHI created, used, disclosed, or stored in the course of the operations of such Acquired Company. No Actions have been asserted or, to the Knowledge of the Company, threatened in writing against any Acquired Company by any person alleging that the creation, use, disclosure, or storage of such person’s PHI by such Acquired Company violates any applicable Information Privacy and Security Laws. (bf) Each (i) of Seller Acquired Company maintains and its officershas implemented security policies and procedures as required by applicable Information Privacy and Security Laws designed to protect PHI Collected and Used by the Acquired Company against loss and unauthorized access, employeesuse, contractors modification, disclosure and agents other misuse. There has been duly granted all Permits required no “Breach of Unsecured PHI,” as defined under HIPAA, and no successful “Security Incident” as defined under HIPAA, resulting in the unauthorized use or necessary for the conduct disclosure of PHI. (g) None of the Business as conducted representations and warranties contained in this Section 3.08 shall be deemed to relate to environmental matters (which are governed by SellerSection 3.11), including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, importemployee or employee benefits matters (which are governed by Section 3.10), or export the Products, each of tax matters (which Permits is set forth on Schedule 4.18(bare governed by Section 3.09); (ii) of such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocation, cancellation or suspension of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrations.

Compliance with Laws; Permits. (a) Since January 1Except as set forth on Schedule 4.17(a), 2019: (i) Seller each Group Company has complied been during the Lookback Period, in compliance in all material respects with all Laws and Orders applicable to the Purchased Assetsconduct of the business of the Group Companies, including with respect to (A) the Automatic Renewal Laws, including, as applicable, without limitation, all applicable requirements relating to the disclosure of material terms, the Products receipt of consent to place recurring charges on a consumer’s credit card, debit card or other payment account, cancellation mechanisms, and the Businessdelivery of transaction acknowledgments and renewal reminders and (B) any practices associated with advertising, marketing and promoting the business of the Group Companies and all third party products and services by means of text message, email, telephone, and other electronic messages, including the Telephone Consumer Protection Act (TCPA) and the FTC trade regulation rule entitled “Telemarketing Sales Rules,” 16 C.F.R. § 310 et seq.; and (ii) during the Purchased Assets Lookback Period, no Group Company has received any written, or oral notice from any Governmental Entity alleging a material violation of or material noncompliance with any such Laws or Orders that remains uncured and their uses comply in all material respects with all applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order with respect to the Purchased Assets, the Products or the Businessoutstanding. (b) Each (i) Group Company holds all material permits, licenses, registrations, approvals, consents, accreditations, waivers, exemptions and authorizations of Seller any Governmental Entity required for the ownership and use of its officers, employees, contractors assets and agents has been duly granted all Permits required properties or necessary for the conduct of its business (including for the Business occupation and use of the Leased Real Property) as currently conducted by Seller(collectively, including “Permits”) and is in compliance with all terms and conditions of such Permits, except where the failure to have such Permits necessary would not be reasonably expected to develophave a Company Material Adverse Effect. Except as would not reasonably be expected to have a Company Material Adverse Effect, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) all of such Permits are valid and in full force and effect. No effect and none of such Permits are held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents is in material breach or violation will be terminated as a result of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings in connection with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all consummation of such Permits in full force and effectthe transactions contemplated hereby. To Seller’s Knowledge, there is no basis for believing that all such Permits will Except as would not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result have a Company Material Adverse Effect, no Group Company is in default under any such Permit and no condition exists that, with the revocationgiving of notice or lapse of time or both, cancellation would be reasonably expected to constitute a default under such Permit, and no Proceeding is pending or, threatened to suspend, revoke, withdraw, modify or suspension of limit any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrations.

Compliance with Laws; Permits. The operation of the MEMCOR® Product Line by the Seller Parties and their respective Affiliates is, and for the past three (a3) Since January 1years has been, 2019: in compliance in all material respects with, and conducted in all material respects in compliance with, all Laws (iother than any Antitrust Law) or Orders applicable to the Seller Parties and their respective Affiliates. Each of the Seller Parties and their respective Affiliates is, and for the past three (3) years has complied been, in compliance in all material respects with all Laws or Orders applicable to the Purchased AssetsMEMCOR® Product Line. Except as set forth on Section 3.09 of the Seller Disclosure Schedules, the Products or the Business; (ii) the Purchased Assets Seller Parties and their uses comply respective Affiliates are not, and have not been for the last three (3) years, in all default under or in material respects violation of or non-compliance with all applicable Laws; and (iii) Seller is not subject to or has received a notice or been charged in a written instrument by a Governmental Authority with any outstanding Governmental Order with respect such default or material non-compliance or violation), or to the Purchased AssetsKnowledge of Sellers, the Products are being investigated by any Governmental Authority in connection with any violation of, default under or the Business. (b) Each (i) of Seller and its officersnon-compliance with, employees, contractors and agents has been duly granted all Permits required any Laws or necessary for Orders applicable to the conduct of the Business as conducted by SellerMEMCOR® Product Line, including except for instances of non-compliance the existence of which would not have a Material Adverse Effect. The Operating Companies hold all Material Permits necessary to developoperate the MEMCOR® Product Line. None of the Operating Companies is in default under or in violation of, manufacturein any material respect, testany Material Permit applicable to the MEMCOR® Product Line. Section 3.09 of the Seller Disclosure Schedules sets forth the Material Permits that have been obtained by the Operating Companies, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of and such Material Permits are all valid and in full force and effect. No such Permits are held by any Affiliate Except as set forth on Section 3.09 of Seller. None the Seller Disclosure Schedules, none of Seller or any of its officers, employees, contractors and agents the Operating Companies is in material breach default under or in violation of, or default underin any material respect, any such PermitPermit applicable to the MEMCOR® Product Line. Each Except as set forth on Section 3.09 of the Seller and its officersDisclosure Schedules, employeesno Seller Party, contractors and agents nor any of their respective Affiliates, has filed all material reports, notifications and filings with, and have paid all regulatory fees to, to the applicable Governmental Authority necessary to maintain all Knowledge of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, the Sellers received any communication which would reasonably be expected lead any Seller Party to result believe that any of the Permits are not currently in the revocation, cancellation or suspension of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrationsgood standing.

Compliance with Laws; Permits. (a) Since Except as set forth on Schedule 3.12(a), since January 1, 2019: (i) Seller 2011, the Company is and has complied been in compliance in all material respects with all Laws applicable to the Purchased AssetsBusiness, properties or assets of the Company, other than failures to so comply that would not have an adverse effect on the business, operations, properties or financial condition of the Company. Except as set forth on Schedule 3.12(a), the Products Company (i) has not received or entered into any citations, complaints, consent orders, compliance schedules or other similar enforcement orders, or received any written notice from any Governmental Authority or any other written notice that would indicate that there is not currently compliance with all such Laws, except for failures to so comply that would not have an adverse effect on the Businessbusiness, operations, prospects, properties or financial condition of the Company, and (ii) is not in default under, and no condition exists (whether covered by insurance or not) that with or without notice or lapse of time or both would reasonably be expected to constitute a default under, or breach or violation of, any Law or Permit applicable to the Company. Without limiting the generality of the foregoing, except as set forth on Schedule 3.12(a), the Company has not received notice of and there is no reasonable basis for, any Action that might result in a finding that the Company is not or, since January 1, 2011, has not been in compliance with Laws relating to (i) the development, testing, manufacture, packaging, distribution and marketing of products; (ii) the Purchased Assets employment, safety and their uses comply in all material respects with all applicable Lawshealth; and (iii) Seller is not subject to any outstanding Governmental Order with respect to environmental protection, building, zoning and land use; and/or (iv) the Purchased Assets, Foreign Corrupt Practices Act and the Products or the Businessrules and regulations promulgated thereunder. (b) Each (iSchedule 3.12(b) contains a list of Seller and its officers, employees, contractors and agents has been duly granted all the material Permits of the Company. All Permits required or necessary for the Company to own, operate, use and/or maintain its properties and to conduct of the Business as presently conducted and as expected to be conducted in the future have been obtained by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits Company and are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents The Company is in material breach or violation ofcompliance with all such Permits. No proceeding is pending, or default underor, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, to the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all threatened to modify, suspend or revoke, withdraw, terminate or otherwise limit any such Permits will not be renewable upon expiration. There are Permits, and no Actions pending have been taken or, to the Seller’s Knowledge, threatenedthreatened in connection with the expiration or renewal of such Permits which could adversely affect the ability of the Company to own, which operate, use or maintain any of its properties or to conduct the Business as presently conducted and as expected to be conducted in the future. No violations have occurred that remain uncured, unwaived or otherwise unresolved, or are occurring in respect of any such Permits, that would reasonably be expected to result in the revocation, cancellation suspension, lapse or suspension limitation of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. set forth on Schedule 4.18(b) also includes a list of all Products Registrations3.12(b).

Compliance with Laws; Permits. Except as set forth on Schedule 4.12 of the Disclosure Schedules: 4.12.1 The Company and Amrep are, and have been at all times during the past five (a5) Since January 1years, 2019: (i) Seller has complied in all material respects with all Laws applicable to the Purchased Assets, the Products or the Business; (ii) the Purchased Assets and their uses comply compliance in all material respects with all applicable Laws; Laws and (iii) Seller is not subject to any outstanding Governmental Order possess all Permits that are necessary, required or recommended with respect to the Purchased operation of their respective businesses as currently conducted, and the ownership, occupation and use of the Assets, including the Products Real Property, as applicable, and all such Permits are in full force and effect. (a) There currently exists no material default under, or material violation of, any such Permit, except as indicated in Schedule 4.12.1 of the Disclosure Schedules. (b) Neither the Company nor Amrep has received any written notice from any Person alleging any material noncompliance with or violation of any such Law or Permit (except for (A) notices of violations which have been cured or corrected in all material respects and (B) notices which have been rescinded or withdrawn). Neither the Company nor Amrep is subject (or has, within the last year from the date hereof, been subject) to any inspection or investigation the results of which have resulted in or are reasonably likely to result in a liability for the Company and/or Amrep, relating to a product manufactured, developed, under development, stored or sold by the Company or Amrep by any Governmental Authority having or asserting responsibility for the regulation of products manufactured in the Business. (bc) Each (i) of Seller and its officers, employees, contractors and agents has been duly granted all Permits required or necessary for the conduct Schedule 4.12.1 of the Business Disclosure Schedules sets forth a complete list of all Permits. Except as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b4.12.1 of the Disclosure Schedules, all Company Products sold, leased, licensed or distributed by the Acquired Companies have borne labels, warnings or disclosures required by the applicable Contract and by applicable Law, and otherwise have been consistent with applicable industry standards, if any. 4.12.2 During the past three (3) years, each product manufactured by Amrep or the Company, or, to Stockholders’ Knowledge, sold, leased or otherwise distributed by the Company or Amrep, if manufactured by a party other than the Company or Amrep (“Company Product”); , (i) has been manufactured, stored, sold and distributed in material compliance with applicable Law and (ii) of such Permits are valid and has conformed in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reportsrespects to all requirements of quality or condition in the applicable Contract and with any related implied warranty. To Stockholders’ Knowledge, notifications and filings withneither the Company nor Amrep has any Liability for replacement or repair of Company Products or other damages in connection with Company Products in excess of the reserve for product warranty or product liability claims shown on the Interim Balance Sheet (rather than in any notes thereto), as such reserve would be adjusted for the passage of time through the Closing Date in an amount consistent with the past warranty claim reserve experience of the Company or Amrep during the periods covered by the Financial Statements. Except as set forth in Schedule 4.12.2 of the Disclosure Schedules: (a) there exists no pending, nor, to Stockholders’ Knowledge, threatened Action relating to any product alleged to have been manufactured, distributed or sold by the Business, and alleged to have paid been defective or improperly designed or manufactured or in breach of any express or implied product warranty; (b) there have been no product recalls (voluntary or involuntary) relating to any product alleged to have been manufactured, distributed or sold by the Business; (c) there exists no pending nor, to Stockholders’ Knowledge, threatened products liability Action, except to the extent reserved for on the Interim Balance Sheet. Schedule 4.12.2 of the Disclosure Schedules also sets forth a copy of the standard terms and conditions of all regulatory fees toexpress written product warranties of the Company or Amrep, for which the Company or Amrep may have liability after the Closing. 4.12.3 All services provided by the Company or Amrep under Contracts of service have conformed to all requirements of the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocation, cancellation or suspension of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products RegistrationsContract.

Compliance with Laws; Permits. (a) Since January 1Except as set forth on Section 3.7(a) of the Sellers’ Disclosure Schedule, 2019: each of the Sellers is in material compliance and each of the Sellers has, in the twelve (i12) Seller has months prior to the date of this Agreement, complied in all material respects with all Laws applicable to the Purchased Assetsownership of the assets of the Sellers and the operation of the Business in all material respects. In the twelve (12) months prior to the date of this Agreement, neither of the Sellers has received any written notice of, or been formally charged by a Governmental Authority with, the Products or material violation of any Laws applicable to the Business; (ii) ownership of the Purchased Assets and their uses comply in all material respects with all applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order with respect to or the Purchased Assets, the Products or operation of the Business. (b) Each Except as set forth on Section 3.7(b) of the Sellers’ Disclosure Schedule, each of the Sellers holds and is in compliance with the terms of all (i) of Seller and its officersmaterial Permits, employeesother than Outdoor Advertising Permits, contractors and agents has been duly granted all Permits that, to the Sellers’ Knowledge, are required or necessary for the conduct ownership and/or operation of Purchased Assets and the operation of the Business as conducted by SellerBusiness, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export for the Products, each of which Permits is set forth on Schedule 4.18(b); Owned Real Property and Leased Real Property and (ii) of Outdoor Advertising Permits required to operate each Material Structure. All such Permits are valid validly held by the Sellers and, since the Lookback Date, the Sellers have complied in all material respects with the terms and conditions thereof. Other than for missed or late payments that are still pending or have not been paid in full force and effect. No which such payments, in the aggregate, are less than $5,000, in the three (3) years prior to the date of this Agreement, neither the Sellers, nor any of their respective Affiliates has received written notice of any Legal Proceeding relating to any such Permits are held by any Affiliate of Seller. the Business. (c) None of Seller or any of its officersthe representations and warranties contained in this Section 3.7 shall be deemed to relate to tax matters (which are governed by Section 3.8), employeesenvironmental matters (which are governed by Section 3.10), contractors and agents is in material breach or violation ofemployee benefits matters (which are governed by Section 3.14), or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There employment matters (which are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocation, cancellation or suspension of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrationsgoverned by Section 3.15).

Compliance with Laws; Permits. (a) Since Except as set forth on Section 3.9(a) of the Company Disclosure Schedule, each Group Company is, and since January 1, 2019: (i) Seller 2015 has complied been, in all material respects compliance with all Laws applicable to its respective businesses or operations, except for such instances of noncompliance that would not, and would not reasonably be expected to, individually or in the Purchased Assetsaggregate, result in a material Liability to the Group Companies, taken as a whole. Since January 1, 2015, no Group Company has received any written notice of, or been formally charged by a Governmental Authority with, or, to the Knowledge of the Company, been threatened to be formally charged by a Governmental Authority with, the Products violation of any Laws. None of the Group Companies has, except for non-public COVID-19 guidance provided in connection with each of the Group Companies’ work on Government Contracts or the Business; (ii) submission of Government Bids, none of which has resulted in an unexcused delay in performance or caused an unexcused default by the Purchased Assets Group Companies under such Government Contracts or Government Bids, received any written notice from any Governmental Authority requesting or requiring any of the Group Companies to take, or refrain from taking, any action pursuant to COVID-19 except for publicly announced notices and their uses comply in all material respects with all applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order with respect to the Purchased Assets, the Products or the BusinessOrders of general applicability. (b) Each (iSection 3.9(b)(i) of Seller the Company Disclosure Schedule sets forth a true and its officers, employees, contractors and agents has been duly granted complete list of all material Permits required or necessary held by the Group Companies for use in the operation of their respective businesses (which for the conduct avoidance of doubt includes all material authorizations issued pursuant by any Governmental Authority pursuant to the Trade Controls Laws of the Business United States and all material Environmental Permits). Except as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (iiSection 3.9(b)(ii) of the Company Disclosure Schedule, the Group Companies have obtained all Permits that are required for the operation of their respective businesses as presently conducted, other than any such Permits that, if not held by the Group Companies, would not, and would not reasonably be expected to, individually or in the aggregate, result in a material Liability to the Group Companies. Each of the Group Companies validly holds and has complied with the terms and conditions of each such Permit in all material respects and all such Permits are valid and in full force and effect. No such Permits are held by Since January 1, 2015, none of the Group Companies has received notice of any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary Legal Proceeding related to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocation, cancellation withdrawal, modification or suspension termination of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrations.

Compliance with Laws; Permits. (a) Since January 1Except as set forth on Section 3.8(a) of the Company Disclosure Schedule, 2019: the Company and its Subsidiaries are, and since the later of December 31, 2010 and their respective dates of incorporation, formation or organization have been, in compliance with and are not in default under or in violation of any applicable federal, state, local or foreign or provincial law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement of or undertaking to any Governmental Authority, including common law (icollectively, “Laws” and each, a “Law”), except where such non-compliance, default or violation would not have, individually or in the aggregate, a Company Material Adverse Effect; provided, that this Section 3.8(a) Seller has complied in all material respects with all Laws applicable shall not apply to the Purchased AssetsCompany’s or its Subsidiaries’ compliance with, defaults under or violations of the Products or provisions of ERISA and the Business; (ii) the Purchased Assets Code related to Company Benefit Plans and their uses comply other employee benefits matters, which matters are dealt with in all material respects with all applicable Laws; Sections 3.11 and (iii) Seller is not subject to any outstanding Governmental Order with respect to the Purchased Assets, the Products or the Business3.12. (b) Each (i) of Seller The Company and its officersSubsidiaries are in possession of all franchises, employeestariffs, contractors grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and agents has been duly granted all Permits required or orders of any Governmental Authority necessary for the conduct Company and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any of the Business as conducted by SellerCompany Permits would not have, including all Permits necessary to developindividually or in the aggregate, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such a Company Material Adverse Effect. All Company Permits are valid and in full force and effect, except where the failure to be in full force and effect would not have, individually or in the aggregate, a Company Material Adverse Effect. No such Permits are held by any Affiliate suspension or cancellation of Seller. None of Seller or any of the Company Permits is pending or, to the Knowledge of the Company, threatened, except where such suspension or cancellation would not have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its officersSubsidiaries are not, employeesand since December 31, contractors and agents is 2010 have not been, in material violation or breach or violation of, or default under, any Company Permit, except where such violation, breach or default would not have, individually or in the aggregate, a Company Material Adverse Effect. As of the date of this Agreement, to the Knowledge of the Company, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Company or any of its Subsidiaries under, any Company Permit. Each , or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any Company Permit (in each case, with or without notice or lapse of Seller time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Without limiting the generality of Section 3.8(a), and except with respect to matters set forth on Section 3.8(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries, nor any of their respective directors, officers, employees, contractors Affiliates, agents or consultants, nor any other person acting for or on behalf of any of the foregoing, directly or indirectly, has, to the Knowledge of the Company: (i) violated or is in violation of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”) , or any other applicable Laws regarding illegal payments and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees togratuities (collectively with the FCPA, the “Improper Payment Laws”); (ii) made, undertaken, offered to make, promised to make or authorized the payment or giving of any bribe, rebate, payoff, influence payment, kickback or other payment or gift of money or anything of value (including meals or entertainment) to any officer, employee or ceremonial office holder of any government or instrumentality thereof, any political party or supra-national organization (such as the United Nations), any political candidate, any royal family member or any other person who is connected or associated personally with any of the foregoing that is prohibited under any applicable Improper Payment Law or otherwise, for the purpose of influencing any act or decision of such payee in his official capacity, inducing such payee to do or omit to do any act in violation of his lawful duty, securing any improper advantage or inducing such payee to use his influence with a government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality (“Prohibited Payments”); (iii) been subject to any investigation by any Governmental Authority necessary with regard to maintain all any actual or alleged violation of such Permits in full force and effect. To Seller’s Knowledgeany Improper Payment Law, nor are there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions any actions, investigations or proceedings by any Governmental Authority pending or, to Seller’s Knowledgethe Knowledge of the Company, threatened, which threatened against the Company or any of its Subsidiaries with respect to the foregoing and there are no facts or circumstances that would reasonably be expected to result in form the revocation, cancellation or suspension of basis for any such Permit. Seller is actions, investigations or proceedings; (iv) used funds or other assets, or made any promise or undertaking in such regard, for the sole and exclusive owner establishment or maintenance of each such Permit and has not granted a secret or unrecorded fund (a “Prohibited Fund”); or (v) made any right false or fictitious entries in any books or records of reference with respect thereto. Schedule 4.18(b) also includes a list the Company or any of all Products Registrationsits Subsidiaries relating to any Prohibited Payment or Prohibited Fund.

Compliance with Laws; Permits. (a) Since January 1, 2019: (i) Seller The Company has complied in all material respects with all Laws applicable laws, governmental orders, regulations and other requirements, including, but not limited to, federal, state, local and foreign laws, export control and trade embargo laws, ordinances, rules, regulations and other requirements pertaining to product labeling, consumer products safety, equal employment opportunity, employee retirement, affirmative action and other hiring practices, workers’ compensation, unemployment and building and zoning codes, which affect the Purchased AssetsBusiness, the Products Company assets or the Business; (ii) Real Property or to which the Purchased Assets Company may be subject, and their uses comply in all material respects with all applicable Laws; and (iii) Seller no claims have been filed against the Company alleging a violation of any such laws, regulations or other requirements. The Company is not subject relying on any exemption from or deferral of any such applicable law, regulation or other requirement that would not be available to any outstanding Governmental Order with respect to Buyer after Buyer acquires the Purchased Assets, the Products or the BusinessStock. (b) Each (i) of Seller and its officersThe Company has, employees, contractors and agents has been duly granted all Permits required or necessary for the conduct of the Business as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits are valid and in full force and effect, all material licenses, permits and certificates, from federal, state, local and foreign authorities (including, without limitation, federal and state agencies regulating occupational health and safety) necessary to conduct its Business and own and operate the Company’s assets (other than Environmental Permits), (collectively, the “Permits”). No such A true, correct and complete list of all the Permits are held by any Affiliate is set forth in Schedule 4.22(b), with an indication as to whether the Permit is assignable to Buyer. The Company has conducted its business in compliance with all material terms and conditions of Seller. None the Permits and no violation of Seller or any of its officers, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents the Permits has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatenedoccurred, which would reasonably be expected have a Material Adverse Effect on the Company. (c) The Company has not made or agreed to result make gifts of money, other property or similar benefits (other than incidental gifts of articles of nominal value) to any actual or potential customer, supplier, governmental employee or any other Person in a position to assist or hinder the revocationCompany in connection with any actual or proposed transaction. (d) The Company has never had a legal obligation to file any form, cancellation report, schedule, proxy statement or suspension of other document with the SEC, and the Company has not filed with the SEC any such Permit. Seller is form, report, schedule, proxy statement or other document. (e) Except as provided in Schedule 4.22(e), the sole and exclusive owner of each such Permit and Company has not granted received a notice or charge asserting any right violation of reference with respect thereto. Schedule 4.18(bor Liability under, the federal Occupational Safety and Health Act of 1970 or any other federal or state acts (including rules and regulations thereunder) also includes a list of all Products Registrationsregulating or otherwise affecting employee health and safety.

Compliance with Laws; Permits. (a) Since January 1Except with respect to matters that are the subject of Section 4.9, 2019: Section 4.10, Section 4.13 or Section 4.15 or as would not reasonably be expected to have a Company Material Adverse Effect, since February 19, 2015 (i) Seller each of the Company and its Subsidiaries has complied been and is in all material respects compliance with all Laws applicable to the Purchased Assetslaws, the Products or the Business; statutes, Orders, codes, rules, regulations, requirements and binding directives of any Governmental Authority, association rules and regulations, network rules and regulations, guidelines and regulations of NACHA (collectively, “Laws”), (ii) neither the Purchased Assets and their uses comply Company nor any of its Subsidiaries has violated or is in all material respects with all applicable Laws; and violation of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or is in violation of any similar anticorruption Law, (iii) Seller is not subject to any outstanding all approvals, permits, franchises, grants, licenses, easements, variances, consents, certificates, clearances, permissions, qualifications, registrations, orders, exceptions, exemptions and similar authorizations of all Governmental Order with respect to Authorities (collectively, “Permits”) needed for the Purchased Assets, the Products or the Business. (b) Each (i) of Seller Company and its officersSubsidiaries to own, employees, contractors lease and agents has operate their properties and assets and to carry on their business as they are now conducted have been duly granted all Permits required or necessary for the conduct of the Business as conducted obtained by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits them and are valid and in full force and effect. No , (iv) all fees and charges with respect to such Permits are held by any Affiliate as of Seller. None the date hereof have been paid in full, (v) Section 4.12(a) of Seller or any of its officers, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller the Company Disclosure Letter lists all current Permits issued to the Company and its officersSubsidiaries, employees(vi) no event has occurred that, contractors and agents has filed all material reportswith or without notice or lapse of time or both, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocation, cancellation suspension, lapse or suspension limitation of any such Permit. Seller is Permit set forth in Section 4.12(a) of the sole Company Disclosure Letter and exclusive owner (vii) none of each such Permit and has not granted any right the Permits of reference with respect thereto. Schedule 4.18(b) also includes the Company or its Subsidiaries are reasonably anticipated be terminated or impaired or become terminable, in whole or in part, as a list result of all Products Registrationsthe Transactions.

Compliance with Laws; Permits. (a) Since January 1Except as set forth in Section 4.18(a) of the Company Disclosure Schedules, 2019: (i) Seller Company has complied and is in all material respects with all Laws applicable to the Purchased Assets, the Products or the Business; (ii) the Purchased Assets and their uses comply compliance in all material respects with all applicable Laws; Laws and (iiiOrders. Except as set forth in Section 4.18(a) Seller is not subject to of the Company Disclosure Schedules, no notices have been received by, and no claims have been filed against, Company alleging a violation of any outstanding Governmental Order with respect such Laws or Orders, and, to the Purchased AssetsSellers’ knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time or both) may constitute or result in a violation by Company of, or a failure on the Products part of Company to comply with, any Laws or the BusinessOrders. (b) Each (iExcept as set forth in Section 4.18(b) of Seller and the Company Disclosure Schedules, Company holds all Permits, including the Cannabis Licenses, required for the lawful conduct of its officersbusiness, employeesas presently conducted, contractors and agents has been duly granted all Permits required or necessary for the conduct lawful ownership and/or lease of its properties and assets or the operation of its business as presently conducted. Except as set forth in Section 4.18(b) of the Business as conducted by SellerCompany Disclosure Schedules, including all Permits necessary Company has not received any notices alleging the failure to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of hold any Permit from any Government Authority. All such Permits are valid and in full force and effect. No Except as set forth in Section 4.18 of the Company Disclosure Schedules, Company is in compliance in all material respects with all terms and conditions of all such Permits are held by and is not subject to any Affiliate Action with respect to those Permits. Except as set forth in Section 4.18(b) of Seller. None of Seller or any of its officersthe Company Disclosure Schedules, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effectwill be available for use by Company immediately after the Closing based upon the pre-approval of the appropriate Governmental Authority responsible for such approval. To Seller’s Knowledge, there is no basis Any applications for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocation, cancellation or suspension renewal of any such PermitPermit which are due prior to the Closing Date shall be timely made or filed by Company prior to the Closing Date. Seller Any applications for the transfer of any such Permit which are due prior to the Closing Date shall be timely made or filed by Company prior to the Closing Date. No proceeding to modify, suspend, revoke, withdraw, terminate or otherwise limit any such Permit is pending or threatened and neither the sole Company nor any of the Sellers know of any valid basis for such proceeding, including the transactions contemplated hereby. (c) Except as set forth in Section 4.18(c) of the Company Disclosure Schedules, Buyer has been supplied with a correct and exclusive owner complete copy of each Permit of Governmental Authorities obtained or possessed by Company. (d) Company has duly and timely filed and complied with all applicable Laws relating to reports, certifications, declarations, statements, information or other filings submitted or to be submitted to any Governmental Authority, and all such Permit submissions or filings were true and complete when submitted or filed and, to the extent required by an applicable Laws, have been updated properly and completely. (e) Neither Company nor, to the Sellers’ knowledge, any director, officer, employee, agent or other Person acting or purporting to act on behalf of such Company in connection with the Business has not granted directly or indirectly (i) given or agreed to give any right bribe, kickback, or other illegal payment from corporate funds; (ii) used any of reference with respect thereto. Schedule 4.18(bits funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iii) also includes made any direct or indirect unlawful payment to any foreign or domestic government official or employee from its funds; (iv) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977; (v) established or maintained any unrecorded fund or asset; (vi) concealed or mischaracterized an illegal or unauthorized payment or receipt; (vii) knowingly made a list of all Products Registrationsfalse entry in the business records; or (viii) committed or participated in any act which is illegal or could subject Company, Buyer or Parent to fines, penalties or other sanctions under applicable Law. (f) Company has in place the policies, programs and procedures reasonably necessary and advisable for its operations regarding (i) security, surveillance and anti-diversion for any facility at which Company has or intends to have cultivation, processor or dispensary facilities,

Compliance with Laws; Permits. (a) Since January 1The Company is, 2019: (i) Seller and has complied been since August 31, 2011,] in compliance in all material respects with all material Laws applicable to the Purchased AssetsCompany, including without limitation those relating to anti-money laundering. Since August 31, 2011, the Products Company has not (i) received any notice from any Governmental Authority with respect to any alleged violation by the Company of any applicable Law or the Business; (ii) the Purchased Assets and their uses comply in all material respects with all applicable Laws; and (iii) Seller is not entered into or been subject to any outstanding Governmental Order with respect to the Purchased AssetsCompany or its properties or assets, or received any written request for information, notice, demand letter, inquiry, complaint or claim from any Governmental Authority with respect to the Products foregoing. None of the Sellers, employees, consultants or agents of the BusinessCompany, in their capacities as such, has been charged, has received written notice or communication that he or she is or was, under investigation, by any Governmental Authority with respect to any violations of any applicable Laws. (b) Each (iSection 4.15(b) of the Seller Disclosure Schedules sets forth a true and its officers, employees, contractors and agents has been duly granted complete list of all material Permits required or necessary for in connection with the conduct of the Business as conducted by SellerCompany’s business and operations, including all the names of the Permits necessary and their respective dates of issuance and expiration. All material Permits required for the Company to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits conduct its business have been obtained by it and are valid and in full force and effecteffect and the Company is, and has been since August 31, 2011, in compliance in all material respects with such Permits. No Neither the Company nor any Seller has received any written notification, regarding any actual or alleged failure to comply with any such Permits are held by any Affiliate Permit and no action, suit, proceeding or investigation is pending or, to the Knowledge of Seller. None of Seller the Company, threatened to revoke, suspend deny, terminate, cancel, withdraw or any of its officers, employees, contractors and agents is in material breach or violation of, or default under, limit any such Permit. Each No event has occurred and no circumstances exist, other than the consummation of Seller and its officersthe Transaction contemplated by this Agreement without securing ultimate FINRA approval, employeesthat, contractors and agents has filed all material reportswith or without the passage of time or the giving of notice, notifications and filings would reasonably be likely to result in a violation of, conflict with, failure on the part of the Company to comply with the terms of, or the revocation, withdrawal, termination, cancellation, suspension or modification of any such Permit. (c) The Company is currently and have paid has been in compliance since August 31, 2011, with all regulatory fees toEnvironmental Laws. The Company has obtained and is in material compliance with all Environmental Permits necessary for the ownership, lease, operation or use of the applicable Governmental Authority necessary to maintain business or assets of the Company and all of such Environmental Permits are in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not effect and shall be renewable upon expirationmaintained in full force and effect by the Company through the Closing Date in accordance with Environmental Law. There are has been no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocation, cancellation or suspension release of any Hazardous Material by the Company at any of the Leased Real Estate during the occupancy by the Company of such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products RegistrationsLeased Real Estate.

Compliance with Laws; Permits. (a) Since January 1Seller is, 2019: (i) Seller and has complied been since December 31, 2018, in compliance in all material respects with all Laws applicable to the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets. The Business has not since the December 31, 2018 received or been the Products subject of any written, or to the Business; (ii) the Purchased Assets and their uses comply in all material respects with all applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order Seller’s Knowledge, other notice with respect to a violation (or alleged violation) of any Law or Governmental Order from any Governmental Authority, qui tam relator or other third party, nor has any such notice, claim, assertion or other Action been filed or commenced against the Purchased Assets, the Products Seller with respect to a material violation (or alleged material violation) of any applicable Law or Governmental Order by the Business. (b) Each (i) of Seller and its officers, employees, contractors and agents has been duly granted all All Permits required or necessary for the Seller to conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets have been obtained by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is Seller and are set forth on Schedule 4.18(b); (iiin Section 3.9(b) of such the Seller Disclosure Schedule. Such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of effect and the Seller or any of its officers, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed compliance in all material reports, notifications and filings with, and have paid respects with all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expirationPermits. There are no Actions pending orpending, or to the Seller’s Knowledge, threatened and, to Seller’s Knowledge, threatenedno event has occurred or circumstances exists, which would reasonably be expected to result in the revocation, cancellation suspension, modification, limitation or suspension termination of, or any adverse change in the rights of the Business or Seller under such Permits. (c) Except as set forth in Section 3.9(c) of the Seller Disclosure Schedule, Seller has filed (or has had filed on its behalf), and since December 31, 2018 has filed (or has had filed on its behalf), all material Contracts, reports, statements, documents, registrations, filings and submissions required to be filed with any Governmental Authority. All such Permit. Seller is the sole Contracts, reports, statements, documents, registrations, filings and exclusive owner of each such Permit submissions were in compliance in all material respects with applicable Law when filed, and has not granted no material deficiencies have been asserted by any right of reference Governmental Authority in writing with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrationsto such Contracts, reports, statements, documents, registrations, filings and submissions.

Compliance with Laws; Permits. (a) Since January 12.9.1 Except as set forth on Schedule 2.9, 2019: (i) Seller each member of the Company Group is, and to the Knowledge of the Seller, since December 31, 2009 has complied been, in compliance in all material respects with all Laws or Orders applicable to such member of the Purchased AssetsCompany Group and the use, ownership, and operation of the Products Assets and the Business. Except as set forth on Schedule 2.9, neither the Seller nor any member of the Company Group has received any notice of or been charged with the violation of any Laws related to any member of the Company Group or the use, ownership, or operation of the Assets for the Business; (ii) . To the Purchased Assets and their uses comply in all material respects with all applicable Laws; and (iii) Seller Knowledge of the Seller, no member of the Company Group is not subject to any outstanding Governmental Order under investigation with respect to the Purchased Assets, violation of any Laws related to any member of the Products Company Group or the BusinessAssets. Notwithstanding the foregoing, this Section 2.9.1 does not apply to any requirements to obtain or maintain Permits, matters related to Taxes, matters relating to Environmental Laws or matters related to Intellectual Property, as it is the Parties’ intent that Sections 2.9.2, 2.13, 2.15, and 2.30, as applicable, shall cover such matters. (b) Each 2.9.2 Except as set forth on Schedule 2.9, each member of the Company Group (i) of Seller and its officers, employees, contractors and agents has been duly granted possesses all Permits required used or necessary for the conduct of its portion of the Business in substantially the same manner as conducted by Selleris currently being conducted, including and (ii) possesses all Permits used or necessary for it to developsatisfy the Current Performance Standards, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, and to comply with applicable Law in effect on the date hereof or export on the Products, each of which Permits is date immediately following the Closing Date. Except as set forth on Schedule 4.18(b); (ii) 2.9, no member of such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents the Company Group is in material breach default or violation, and no event has occurred which, with or without notice or lapse of time, or both, would constitute a default or violation of, any term, condition, or default under, provision of any such Permit. Each To the Knowledge of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would facts or circumstances that could reasonably be expected to result in the revocation(a) any termination, cancellation suspension, modification, or suspension revocation of any such Permit or could reasonably be expected to result in any Proceeding related to any such Permit. Seller is , or (b) the sole and exclusive owner revocation of each such any application for any Permit and for which any member of the Company Group has applied but which has not granted currently been granted, except in each case as would not, individually or in the aggregate, be material to the satisfaction of the Performance Standards. Except as set forth on Schedule 2.9, there are no Proceedings pending or, to the Knowledge of the Seller, threatened relating to the suspension, revocation, or modification of any right such Permits of reference with respect theretothe Company Group. Schedule 4.18(b) also includes a list None of all Products Registrationssuch Permits held by the members of the Company Group shall be impaired or in any way affected by the consummation of the transactions contemplated by the Transaction Documents.

Compliance with Laws; Permits. (a) Since January 1, 2019: (i) Seller The Company has complied been and is in all material respects with all Laws applicable to the Purchased Assets, the Products or the Business; (ii) the Purchased Assets and their uses comply in all material respects compliance with all applicable Laws; federal, state, local, foreign or industry laws, rules and (iii) Seller is not subject to any outstanding Governmental Order with respect to regulations currently in effect. To the Purchased AssetsCompany’s knowledge, the Products Company complies with the Immigration Reform and Control Act of 1986 and the rules and regulations thereunder regarding its responsibility to verify the identity and employment eligibility of all employees at the time they are hired or leased, and the Business. (b) Each (i) Company uses commercially reasonable efforts to have an employment eligibility verification process that is completed correctly by the employees responsible for that function. Set forth on Schedule 3.15.1 of Seller the Disclosure Schedules are all governmental or other industry permits, registrations, certificates, certifications, exemptions, licenses, approvals and its officers, employees, contractors and agents has been duly granted all Permits required or authorizations necessary for the conduct of the Business Company’s business as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Productspresently conducted, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits the Company validly possesses and are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees toeach of which is and will be included in the Acquired Assets (unless such relates to an Excluded Asset) and are validly transferred to Buyer at the Closing so as to allow Buyer after the Closing Date to continue to operate without interruption the business operated by the Company immediately prior to the Closing, except for failures to so possess, be in effect or be so transferred to Buyer set forth on Schedule 3.15.1. Except as set forth in Schedule 3.15.2 of the applicable Governmental Authority necessary to maintain all of such Permits in full force Disclosure Schedules, no notice, citation, summons or order has been issued, no complaint has been filed and effect. To Seller’s Knowledgeserved, there no penalty has been assessed and notice thereof given, and no investigation or review is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledgethe knowledge of the Company, threatenedthreatened with respect to the Company, which would reasonably be expected by any governmental authority with respect to result in any alleged (a) violation by the revocation, cancellation or suspension Company of any such Permit. Seller is law, ordinance, rule, regulation or order, or (b) failure by the sole and exclusive owner Company to have any permit, registration, certificate, certification, exemption, license, approval or authorization required in connection with the conduct of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrationsor otherwise applicable to the Company’s business.

Compliance with Laws; Permits. (a) Since January 1Except as set forth on the ----------------------------- attached Compliance Schedule, 2019: to the Knowledge of the Company and the ------------------- Shareholders: (i) Seller Each of the Company and its Subsidiaries has complied in all material respects with all applicable Laws applicable relating to the Purchased Assets, operation of its respective business. No notices have been received by and no claims have been filed against the Products Company or any Subsidiary of the Business; Company alleging a violation of any such Laws. (ii) the Purchased Assets and their uses comply in all material respects with all applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order Except with respect to permits relating to Environmental and Safety Regulations which are addressed in Section 5X below, each of the Purchased Assets, the Products or the Business. (b) Each (i) of Seller Company and its officersSubsidiaries hold all permits, employeeslicenses, contractors certificates, accreditations and agents has been duly granted other authorizations of all Permits Government Entities required or necessary for the conduct of its business and the Business as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller or any ownership of its officers, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings withproperties, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such attached Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocation, cancellation or suspension of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. ------- Schedule 4.18(b) also includes sets forth a list of all Products Registrationsof such permits, licenses, certificates, -------- accreditations and other authorizations. No notices have been received by the Company or any Subsidiary of the Company alleging the failure to hold any permit, license, certificate, accreditation or other authorization of any Government Entity. Each of the Company and its Subsidiaries is in compliance with all terms and conditions of all permits, licenses, accreditations and authorizations which it holds. Except as disclosed on the attached Permits ------- Schedule all of such permits, licenses, accreditations and authorizations will -------- be available for use by the Company and its Subsidiaries immediately after the Closing.

Compliance with Laws; Permits. (a) Except for minor discrepancies in the latitude and/or longitude of certain sites, Seller is in compliance in all material respects with all Laws applicable to its operation of the Business and its ownership of the Purchased Assets. Since January 131, 2019: 2007, Seller has not received any written notice, including in disclosure schedules received from MCI, LLC or its Affiliates, of or been charged with the violation of any Laws. Section 5.6(a) of the Seller Disclosure Schedule contains a description of any such written notices which have been received by Seller as of the date hereof. (b) Except as set forth on Section 5.6(b) of the Seller Disclosure Schedule, Seller currently has all Permits which are required for the operation of the Business as presently conducted. With respect to the Business, Seller is not in material default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a material default or violation) of any term, condition or provision of any Permit to which it is a party. (c) Section 5.6(c) of the Seller Disclosure Schedule sets forth a true and complete list as of the date of this Agreement of the FCC Licenses. Except for minor discrepancies with respect to the latitude and/or longitude of certain sites, (i) each of the FCC Licenses is in full force and effect; (ii) Seller has complied in all material respects with all Laws applicable to the Purchased Assets, terms of each of the Products or the BusinessFCC Licenses; (ii) the Purchased Assets and their uses comply in all material respects with all applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order with respect to the Purchased AssetsKnowledge of Seller, no condition exists or event has occurred which, with or without the Products lapse of time or the Business. (b) Each (i) giving of Seller and its officers, employees, contractors and agents has been duly granted all Permits required or necessary for the conduct of the Business as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, importnotice, or export the Productsboth, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocation, cancellation cancellation, adverse modification or suspension non-renewal of any such Permit. of the FCC Licenses; (iv) without limiting the generality of clause (ii) above, as of the date hereof, all license fees and expenses due and payable by Seller is in relation to the sole FCC Licenses have been paid by Seller; and exclusive owner of each such Permit (v) since February 1, 2007, all material reports and has not granted other documents required to be filed by Seller with the FCC or any right of reference other Governmental Body with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrationsto the FCC Licenses have been timely filed.

Compliance with Laws; Permits. (a) Since January 1, 2019: (i) Seller has complied is in all material respects compliance with all Laws applicable to the Purchased Assets, conduct of the Products Business as currently conducted or the Business; (ii) the Purchased Assets ownership and their uses comply in all material respects with all applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order with respect to us of the Purchased Assets, except where the Products or the Businessfailure to be in compliance would not have a Material Adverse Effect. (b) Each (i) of Seller is, and its officers, employees, contractors and agents has been duly granted since January 1, 2020, in compliance in all Permits required material respects with, and not in default or necessary for the under or in violation of any Law or Governmental Order applicable to Seller or conduct of the Business as conducted by or the ownership and use of the Purchased Assets. Since January 1, 2020, no Governmental Authority has issued any notice or notification stating that Seller is not in compliance with any Law or Governmental Order in any material respect. To the Knowledge of Seller, including all there are no facts or circumstances that would reasonably be expected to form the basis for any such violation of any applicable Law or Governmental Order. (c) All Permits necessary required for Seller to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, conduct the Business as currently conducted or export for the Products, each ownership and use of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits the Purchased Assets have been obtained by Seller and are valid and in full force and effect. No , except where the failure to obtain such Permits are held by any Affiliate of Sellerwould not have a Material Adverse Effect. None of Seller or any of its officersis, employeesand has been since January 1, contractors and agents is 2020, in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reportsrespects, notifications and filings within compliance with all Permits, and have paid all regulatory fees to, necessary for the applicable Governmental Authority necessary to maintain all conduct of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expirationthe Business. There are no Actions pending or, to the Knowledge of Seller’s Knowledge, threatened, which that would reasonably be expected to result in the revocation, cancellation withdrawal, suspension, non-renewal, termination, revocation or suspension adverse modification or limitation of any such Permit. Seller is . (d) None of the sole representations and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(bwarranties in this Section 4.13 shall be deemed to relate to environmental matters (which are governed by Section 4.14), employee benefits matters (which are governed by Section 4.15), employment matters (which are governed by Section 4.16) also includes a list of all Products Registrationsor tax matters (which are governed by Section 4.17).

Compliance with Laws; Permits. (a) Since January The Company and its Subsidiaries are, and since July 1, 2019: (i) Seller has complied 2002 have been, in compliance in all material respects with all Laws applicable to the Purchased AssetsCompany or any of its Subsidiaries, any of their material properties or other assets or any of their businesses or operations (including, without limitation, those Laws related to Export Control Requirements and improper payments). Since July 1, 2002, neither the Products Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any of its Related Entities, has received written notice to the effect that a Governmental Authority claimed or alleged that the Business; Company or any of its Subsidiaries was not in compliance in a material respect with any Law applicable to the Company or any of its Subsidiaries, any of their material properties or other assets or any of their businesses or operations (iiincluding, without limitation, those Laws related to export controls and improper payments) where such non-compliance has resulted in or would be reasonably likely to result in a Material Adverse Effect. (b) The Company and each of its Subsidiaries hold all material licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities, or required by Governmental Authorities to be obtained, in each case necessary for the Purchased Assets conduct of their respective businesses, including the manufacture and sale of their uses comply respective products (collectively, “Permits”). The Company and its Subsidiaries are, and since July 1, 2002 have been, in compliance in all material respects with the terms of all applicable Laws; and (iii) Seller is not subject to Permits. Since July 1, 2002, no Governmental Authority has amended, terminated, revoked or cancelled any outstanding Governmental Order with respect to the Purchased Assets, the Products or the Business. (b) Each (i) of Seller and its officers, employees, contractors and agents has been duly granted all Permits required or necessary for the conduct Permit of the Business as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller Company or any of its officersSubsidiaries. The consummation of the Transactions, employeesin and of itself, contractors will not cause the revocation or cancellation of any Permit that is material to the Company or any of its Subsidiaries nor will it require the filing of any notification or application with any Governmental Authority, whose consent is a condition to the continued effectiveness of any material Permit on and agents after the Closing. (c) All approvals, including, but not limited to, the approval by the European Commission under Article 88 of the EC Treaty, necessary or required for all aid granted by the State or through State resources (including, without limitation, aid from the Free State of Saxony’s tax subsidies and investment aid) to DuPont Photomasks Germany GmbH and the Company’s Related Entities (to the extent that such aid is reflected or accrued on the Company’s financial statements as of the Balance Sheet Date), and to the Knowledge of the Company, approval for any other aid to the Related Entities, have been obtained. The consummation of the Transactions will not trigger or result in material breach or violation any termination of, or default underany obligation to repay, any such Permit. Each aid by the Company, the Surviving Corporation, their Affiliates, DuPont Photomasks Germany GmbH, the Company’s Related Entities (but only with respect to aid that is reflected or accrued on the Company’s financial statements as of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings withthe Balance Sheet Date), and have paid all regulatory fees toto the Knowledge of the Company, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To SellerCompany’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocation, cancellation or suspension of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference Related Entities (with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrationsto any other aid).

Compliance with Laws; Permits. (a) Since January 1Except as set forth in Section 3.15(a) of the Disclosure Schedule, 2019: (i) Seller has complied neither the Company nor any of its Subsidiaries is in all material respects with all Laws applicable violation of any Applicable Law, except to the Purchased Assetsextent any such violation could not, individually or in the Products aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as set forth in Section 3.15(b) of the Disclosure Schedule, there is and has been no failure on the part of the Company or the Business; (ii) the Purchased Assets and any of its directors or officers, in their uses capacities as such, to comply in all material respects with any provision of the Sxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith. (c) Except as set forth in Section 3.15(c) of the Disclosure Schedule, the Company and each of its Subsidiaries have, and have operated in compliance with, and have not failed to obtain any, such permits, licenses, patents, franchises, certificates of need, exemptions, clearances and other approvals or authorizations of Governmental Authorities (“Permits”) as are necessary under Applicable Law to own their respective properties and conduct their respective businesses in the manner described in the Company SEC Reports, except for any of the foregoing that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of its Subsidiaries have fulfilled and performed all applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order of their respective obligations with respect to the Purchased AssetsPermits, and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other impairment of the Products rights of the holder or any such Permits, except for any of the Businessforegoing that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received written notice of any revocation, termination or modification of any such Permits or otherwise has any reason to believe that any such Permits will be revoked, terminated or modified or not be renewed in the ordinary course. (bd) Each Except as described in the Company Form 10-K, and except, in each case, where such event could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each of its Subsidiaries: (i) has not received any unresolved U.S. Food and Drug Administration (“FDA”) or similar Governmental Authority written notice of Seller and its officersinspectional observations, employeesForm 483, contractors and agents has been duly granted all Permits required written notice of adverse filing, warning letter, untitled letter or necessary for other similar correspondence or notice from the conduct of the Business as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, importFDA, or export any other court or arbitrator or federal, state, local or foreign governmental or regulatory authority, alleging or asserting material noncompliance with the ProductsFederal Food, each of which Permits is set forth on Schedule 4.18(bDrug and Cosmetic Act (21 U.S.C. § 301 et seq.); , or received any written requests or requirements to make material changes to the Company products by the FDA or any other Governmental Authority, (ii) is and has been in compliance with applicable health care laws, including, the Federal Food, Drug and Cosmetic Act (21 U.S.C. § 301 et seq.), the federal Anti-kickback Statute (42 U.S.C. § 1320a-7b(b)), the civil False Claims Act (31 U.S.C. §§ 3729 et seq.), the criminal False Claims Law (42 U.S.C. § 1320a-7b(a)), the Civil Monetary Penalties Law (42 U.S.C. § 1320a-7a), the Physician Payment Sunshine Act (42 U.S.C. § 1320a-7h), all criminal laws relating to health care fraud and abuse, including but not limited to 18 U.S.C. Sections 286 and 287, and the health care fraud criminal provisions under the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. § 1320d et seq.) (“HIPAA”), the exclusion laws (42 U.S.C. § 1320a-7), Medicare (Title XVIII of the Social Security Act), Medicaid (Title XIX of the Social Security Act), HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, and the regulations promulgated pursuant to such laws, and comparable state laws, and all other foreign, federal, state and local laws relating to the regulation of the Company and its Subsidiaries (collectively, “Health Care Laws”), (iii) has not engaged in activities which are, as applicable, cause for false claims liability, civil penalties, or mandatory or permissive exclusion from Medicare, Medicaid, or any other state health care program or federal health care program, (iv) possesses all Permits and supplements or amendments thereto required by any such Health Care Laws and/or to carry on its businesses as currently conducted as described in the Company SEC Reports (“Authorizations”), and such Authorizations are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller or effect and neither the Company nor any of its officersSubsidiaries is in violation of any term of any such Authorizations, employees(v) has not received written notice of any ongoing claim, contractors and agents action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any Governmental Authority alleging that any product, operation or activity is in material breach violation of any Health Care Laws or Authorizations and has no Knowledge that any such Governmental Authority has threatened any such claim, litigation, arbitration, action, suit, investigation or proceeding, (vi) has not received written notice that any Governmental Authority has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations and has no Knowledge that any such Governmental Authority has threatened such action, (vii) has filed, obtained, maintained or submitted all reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments thereto as required by any Health Care Laws or Authorizations and all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete, correct and not misleading on the date filed (or were corrected or supplemented by a subsequent submission), (viii) has not, either voluntarily or involuntarily, initiated, conducted, or issued or caused to be initiated, conducted or issued, any recall, market withdrawal or replacement, safety alert, post-sale warning, “dear doctor” letter, or other notice or action relating to the alleged lack of safety, efficacy or regulatory compliance of any product or any alleged product defect or violation ofand, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, to the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To SellerCompany’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending facts which are reasonably likely to cause, and the Company has not received any written notice from the FDA or any other Governmental Authority regarding, a material recall, market withdrawal or replacement of any Company product sold or intended to be sold by the Company, a material change in the marketing classification or a material adverse change in the labeling of any such Company products, or a termination or suspension of the manufacturing, marketing, or distribution of such Company products, (ix) is not a party to any corporate integrity agreement, deferred prosecution agreement, monitoring agreement, consent decree, settlement order, or similar agreements, or has any reporting obligations pursuant to any such agreement, plan or correction or other remedial measure entered into with any Governmental Authority, (x) has not, nor has any officer, director, employee, agent or, to Seller’s Knowledgethe Knowledge of the Company, threatenedany distributor of the Company, which made an untrue statement of a material fact or a fraudulent statement to the FDA or any other Governmental Authority, failed to disclose a material fact required to be disclosed to the FDA or any other Governmental Authority, or committed an act, made a statement, or failed to make a statement, in each such case, related to the business of the Company that, at the time such disclosure was made, would reasonably be expected to result provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) or for the FDA or any other Governmental Authority to invoke any similar policy, (xi) has not, nor has any officer, director, employee, or, to the Knowledge of the Company, any agent or distributor of the Company, been debarred or convicted of any crime or engaged in any conduct for which debarment is mandated by 21 U.S.C. § 335a(a) or any similar law or authorized by 21 U.S.C. § 335a(b) or any similar law applicable in other jurisdictions in which Company products or Company product candidates are sold or intended by the Company to be sold, and (xii) neither the Company, its Subsidiaries nor their respective officers, directors, employees, agents or contractors has been or is currently debarred, suspended or excluded from participation in the revocationMedicare and Medicaid programs or any other state or federal health care program. (e) To the Company’s Knowledge, cancellation there are no past, present or suspension reasonably anticipated future events, conditions, circumstances, activities, practices, actions, omissions or plans that, individually or in the aggregate, could reasonably be expected to give rise to any material costs or liabilities to the Company or any of its Subsidiaries under, or to interfere with or prevent compliance by the Company or any of its Subsidiaries with, environmental laws, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries (i) is the subject of any such Permit. Seller investigation, (ii) has received any notice or claim, (iii) is a party to or affected by any pending or, to the sole and exclusive owner Company’s Knowledge, threatened action, suit or proceeding, (iv) is bound by any Order or (v) has entered into any agreement, in each case relating to any alleged violation of each such Permit and has not granted any right environmental law or any actual or alleged release or threatened release or cleanup at any location of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrationsany hazardous materials.

Compliance with Laws; Permits. Except for matters specifically addressed in Section 3.13: (a) Since Each of the EST Companies is (and since January 1, 2019: (i2003 has been) Seller has complied in all material respects compliance with all Laws applicable to such EST Company, any of its properties or other assets or any of its businesses or operations (including those Laws related to (i) the Purchased Assets, export of goods and services to any foreign jurisdiction against which the Products United States or the Business; United Nations maintains sanctions or export controls, including applicable regulations of the U.S. Department of Commerce and the U.S. Department of State (“Export Control Requirements”) or (ii) the Purchased Assets prohibition of improper payments), except where the failure to comply has not resulted, and their uses comply would not reasonably be expected to result, in all a material Liability or loss of rights. Without limiting the generality of the foregoing, none of the EST Companies is a party to any Contract or bid with, or has conducted business with (directly or, to the knowledge of SPX, indirectly), a Prohibited Person (as defined below). Since January 1, 2003, no EST Company has made or has been ordered to make any payment in respect of any Governmental Damages (as defined below). Since January 1, 2003, none of the EST Companies has received written notice to the effect that a Governmental Authority claimed or alleged that such EST Company was not in compliance in any material respects with all any Law applicable Laws; to such EST Company, any of its material properties or other assets or any of its businesses or operations (including those Laws related to Export Control Requirements and (iii) Seller is not subject to any outstanding Governmental Order with respect to the Purchased Assets, the Products or the Businessimproper payments). (b) Each (i) of Seller the EST Companies holds all licenses, franchises, registrations, permits, certificates, approvals and its officers, employees, contractors and agents has been duly granted all Permits required or authorizations from Governmental Authorities necessary for the conduct of the Business as conducted by SellerEST Business, including all Permits necessary the manufacture and sale of products (collectively, “Permits”), except where the failure to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents is in material breach or violation of, or default under, possess any such Permit. Each of Seller and its officers, employeesindividually or in the aggregate, contractors and agents has filed all material reports, notifications and filings withnot resulted, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will would not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result result, in a material Liability or loss of rights. Each of the EST Companies is (and since January 1, 2003 has been) in compliance with the terms of all Permits, except for any such failure to comply that, individually or in the revocationaggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect. Since January 1, 2003, none of the EST Companies has received written notice to the effect that a Governmental Authority was considering the amendment, termination, revocation or cancellation or suspension of any such material Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrations.

Compliance with Laws; Permits. (a) Since January 1Except as set forth on Schedule 5.16(a), 2019: (i) Seller the Company is, and for the last three (3) years prior to the date of this Agreement has complied been, in compliance in all material respects with all Laws laws, statutes, ordinances, regulations, rules, orders, judgments and decrees of a Governmental Body that is applicable to the Purchased AssetsCompany or by which any property or asset of the Company is bound, the Products or the Business; and (ii) the Purchased Assets and their uses Company has not, during the past three (3) years, received any written notice of any claim, action, investigation or proceeding against the Company alleging any failure to comply in all material respects with all any applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order with respect to the Purchased Assets, the Products or the Businesslaw. (b) Each (i) of Seller and its officers, employees, contractors and agents has been duly granted all Permits required or necessary for the conduct of the Business Except as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b5.16(b); , the Company is in possession of, and has been in possession of during the three (ii3) years prior to the date of such this Agreement, all material Permits that are valid necessary for the Company to own, lease and operate its assets and properties and conduct the business of the Company as currently conducted in compliance, in all material respects, with applicable law (collectively, the “Company Permits”). Each of the Company Permits is in full force and effect. No such Permits are held by any Affiliate effect and the Company is not, and during the three (3) years prior to the date of Seller. None of Seller or any of its officersthis Agreement has not been, employees, contractors and agents is in material breach or violation default of, or default violation in any material respect under, any such Permitof the Company Permits. Each of Seller and its officersNo suspension, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there cancellation or modification is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Sellerthe Company’s Knowledgeknowledge, threatened, which would with respect to any of the Company Permits. To the knowledge of the Company, no event has occurred that with or without notice or lapse of time or both, could reasonably be expected to result in the revocation, cancellation suspension, lapse or suspension limitation of any such Company Permit. Seller is the sole All fees and exclusive owner of each such Permit and has not granted any right of reference charges with respect theretoto such Company Permits that are due from the Company have been or will be paid in full. Schedule 4.18(b5.16(b) also includes sets forth a list of the authorities that the Company holds from the Federal Motor Carrier Safety Administration pursuant to 49 U.S.C. § 13904 to operate as an interstate property broker and interstate freight forwarder. No authority issued to the Company to operate as a property broker and freight forwarder is subject to any pending or, to the Company’s knowledge, any threatened action on the part of any Governmental Body for suspension, revocation, restriction or encumbrance. To the Company’s knowledge, no Company Permit will be unrenewable upon expiration after payment of routine filing fees and compliance with routine qualification procedures. The Company has made available to Parent accurate and complete copies of all Products RegistrationsCompany Permits.

Compliance with Laws; Permits. (a) Since January 1Except as set forth on Section 3.9(a) of the Disclosure Schedule, 2019: (i) Seller each Company Member is and, since the Lookback Date has complied been, in all material respects with all Laws applicable to the Purchased Assets, the Products or the Business; (ii) the Purchased Assets and their uses comply compliance in all material respects with all applicable Laws; Laws and (iiiOrders. Except as set forth on Section 3.9(a) Seller is of the Disclosure Schedule, since the Lookback Date, no written notices have been received by, and no claims have been filed against, any Company Member alleging a violation of any Law or Order and the Company Members have not been subject to any outstanding Governmental Order with respect to the Purchased Assetsadverse inspection, the Products finding, investigation, penalty, assessment, audit or the Businessother compliance or enforcement action. (b) Each (i) No Company Member, any of Seller and its their respective directors, officers, employeesmanagers, contractors and agents has been duly granted all Permits required or necessary for the conduct of the Business as conducted by Selleror, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To SellerCompany’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expirationany of their respective employees, distributors, resellers, representatives, sales intermediaries or other third parties has, since the Lookback Date, materially violated any Sanctions or Customs & Trade Laws, or Laws relating to anti-money laundering. There are no Actions allegations, investigations, inquiries, claims, enforcement proceedings or litigation by any Governmental Entity with respect to any alleged material violation by a Company Member of any applicable Sanctions, Customs & Trade Laws, or Laws relating to anti-money laundering. Since the Lookback Date, each Company Member has at all times had in place controls and systems reasonably designed to ensure compliance in all material respects with Sanctions and Customs & Trade Laws. There are no pending or, to Seller’s Knowledgethe Knowledge of Company, threatenedthreatened material claims against any Company Member with respect to Sanctions, which would reasonably be expected Customs & Trade Laws, or any Laws relating to result in anti-money laundering. (c) No Company Member and none of the revocationdirectors, cancellation administrators, officers, managers, board of directors or suspension employees of any such PermitCompany Member is a Sanctioned Person or a Restricted Person. Seller is the sole and exclusive owner No Company Member has had any material transactions, business or financial dealings that benefited or, directly or indirectly, involved a Sanctioned Person or Restricted Person in violation of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products RegistrationsSanctions or Customs & Trade Laws.

Compliance with Laws; Permits. (a) Since January 1, 2019: Except (i) Seller has complied with respect to compliance with Tax Law (as to which certain representations and warranties are made pursuant to Section 4.11), (ii) as set forth on Section 4.21(a) of the Company and ML Parties’ Disclosure Letter and (iii) as would not be or reasonably be expected to be material, the ML Companies and are and, since the Lookback Date have been, in compliance with all Laws applicable to the conduct of the business of the ML Companies and, since the Lookback Date, no uncured written notices have been received by the ML Companies from any Governmental Entity or any other Person alleging a material violation of any such Laws. (b) The ML Companies hold all material permits, licenses, registrations (excluding Intellectual Property registrations and certifications), approvals, consents, accreditations, waivers, exemptions, identification numbers and authorizations of any Governmental Entity, required for the ownership and use of its assets and properties or the conduct of their businesses (including for the occupation and use of the Leased Real Property) as currently conducted (collectively, “Permits”) and are in compliance in all material respects with all Laws applicable to the Purchased Assets, the Products or the Business; (ii) the Purchased Assets material terms and their uses comply in all material respects with all applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order with respect to the Purchased Assets, the Products or the Business. (b) Each (i) conditions of Seller and its officers, employees, contractors and agents has been duly granted all Permits required or necessary for the conduct of the Business as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) such Permits. All of such Permits are valid and in full force and effecteffect and none of such Permits will be terminated as a result of, or in connection with, the consummation of the transactions contemplated by this Agreement. No such Permits are held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents ML Company is in material breach or violation of, or default under, under any such Permit and to the Knowledge of the Company, no condition exists that, with the giving of notice or lapse of time or both, would constitute a material default under such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there no Proceeding is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledgethe Knowledge of the Company, threatened, which to suspend, revoke, withdraw, modify or limit any such Permit in a manner that has had or would reasonably be expected to result in have a material and adverse effect on the revocation, cancellation or suspension ability of any such Permit. Seller is the sole and exclusive owner of each applicable ML Company to use such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrationsor conduct its business.

Compliance with Laws; Permits. Except with respect to Tax matters (the sole and exclusive representations and warranties with respect to which are contained in Section 5.8), employee benefit matters (the sole and exclusive representations and warranties with respect to which are contained in Section 5.14) and environmental matters (the sole and exclusive representations and warranties with respect to which are contained in Section 5.17) and except as set forth on Schedule 5.16: (a) Since each Acquired Company is, and since January 1, 2019: (i) Seller 2016 has complied been, in compliance in all material respects with all Laws applicable to such Acquired Company and its properties and assets; (b) since January 1, 2016, no Acquired Company has, as of the Purchased Assetsdate of this Agreement, received any written notice from any Governmental Body alleging, or been charged with, a material violation of any Laws by such Acquired Company; (c) (i) the Products or Acquired Companies have all material Permits that are necessary under applicable Laws to conduct the BusinessBusiness as it is conducted as of the date of this Agreement; (ii) the Purchased Assets all such Permits are in full force and their uses comply effect and are valid and in all material respects with all applicable Lawsgood standing; and (iii) Seller the applicable Acquired Company is not subject to any outstanding Governmental Order with respect to the Purchased Assets, the Products or the Business. (b) Each (i) of Seller and its officers, employees, contractors and agents has been duly granted all Permits required or necessary for the conduct of the Business as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents is in material breach or violation of, or material default (with or without notice or lapse of time, or both) under, any such Permit. Each ; (i) since January 1, 2014, none of Seller and its the Acquired Companies nor any of their respective directors, officers or employees acting on behalf of them, nor, to the Knowledge of Sellers, any of their respective Representatives acting on behalf of the Acquired Companies has, directly or indirectly: (A) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (B) made any direct or indirect unlawful payments to any foreign governmental officials or employees or to any political parties or campaigns from corporate funds; (C) violated any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the UK Xxxxxxx Xxx 0000, or any other anti-corruption or anti-bribery Law (collectively, “Anti-Corruption Laws”); or (D) made, paid, offered, promised or given any other unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign government official or any other Person; (ii) to the Knowledge of Sellers as of the date of this Agreement, no Governmental Body is investigating or has conducted, initiated, or threatened any investigation of the Acquired Companies, or any of their respective officers, directors, or employees, contractors in connection with an alleged or possible violation of any Anti-Corruption Laws (in each case, in connection with the Business); and agents (iii) no Acquired Company has filed (A) submitted any voluntary or involuntary disclosure to any Governmental Body or (B) conducted or, as of the date of this Agreement, received any written notice from any Governmental Body or any other Person of an investigation, audit, or inquiry in connection with an alleged or possible violation of any Anti-Corruption Laws; (e) no Acquired Company nor any of their respective directors, officers or employees acting on behalf of them, nor, to the Knowledge of Sellers, any other Person acting on behalf of such Acquired Company, is or has since January 1, 2014 been engaged in any agreement, arrangement, practice or conduct which amounts to a contravention of Article 101 para. 1 or Article 102 of the Treaty on the Functioning of the European Union (TFEU) or Section 20 of the German Act against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen) or any equivalent or similar legislation in any other country or jurisdiction; and (f) (i) the Acquired Companies and their respective directors, officers or employees acting on behalf of them, and, to the Knowledge of Sellers, all material reportsof their other respective Representatives acting on behalf of the Acquired Companies, notifications are and filings withat all times since January 1, 2014 have been in compliance with all applicable sanctions Laws, ex-im Laws, and have paid all regulatory fees toU.S. anti-boycott Laws (collectively, the “Trade Controls”); (ii) none of the Acquired Companies nor any of their respective directors, officers or employees acting on behalf of them, nor, to the Knowledge of Sellers as of the date of this Agreement, any of their other respective Representatives acting on behalf of the Acquired Companies, is or since January 1, 2014 has been: (A) a sanctioned Person; (B) organized, resident or located in a country that is the target of comprehensive territorial sanctions; or (C) otherwise in violation of applicable Trade Controls; (iii) to the Knowledge of Sellers as of the date of this Agreement, no Governmental Authority necessary Body is investigating or has conducted, initiated, or threatened any investigation of the Acquired Companies, or any of their respective officers, directors, or employees, in connection with an alleged or possible violation of any Trade Controls; and (iv) no Acquired Company has (A) submitted any voluntary or involuntary disclosure to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending any Governmental Body or (B) conducted or, to Seller’s Knowledgeas of the date of this Agreement, threatenedreceived any written notice from any Governmental Body or any other Person of an investigation, which would reasonably be expected to result audit, or inquiry in the revocation, cancellation connection with an alleged or suspension possible violation of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products RegistrationsTrade Controls.

Compliance with Laws; Permits. (a) Since January 1As of the date hereof, 2019: except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) Seller each of the businesses of the Company or any Company Subsidiary is, and since June 1, 2007 has complied been, conducted in all material respects compliance with all Laws applicable to the Purchased AssetsCompany or such Company Subsidiary or by which any property, asset or right of the Products Company or the Business; such Company Subsidiary is bound, (ii) the Purchased Assets Company is in compliance with the applicable listing, corporate governance and their uses comply in all material respects with all applicable Laws; other rules and regulations of Nasdaq, (iii) Seller each of the Company and each Company Subsidiary holds all Permits necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) the Company and each Company Subsidiary is not subject in compliance with the terms of such Permits, and (v) no such Permit shall cease to any outstanding Governmental Order with respect to be effective as a result of the Purchased Assets, the Products or the Businesstransactions contemplated by this Agreement. (b) Each Except for matters that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, neither the Company, any Company Subsidiary, nor, to the Knowledge of the Company, any director, officer, agent, employee or other Person acting on behalf of the Company or any Company Subsidiary has, in the course of its actions for, or on behalf of, any of them (i) of Seller and its officersused any corporate funds for any unlawful contribution, employeesgift, contractors and agents has been duly granted all Permits required entertainment or necessary for the conduct of the Business as conducted by Seller, including all Permits necessary other unlawful expenses relating to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b)political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated any provision of such Permits are valid the U.S. Foreign Corrupt Practices Act of 1977, as amended (including the rules and in full force and effectregulations promulgated thereunder, the "FCPA"); or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee. No such Permits are held by During the last three (3) years, neither the Company nor any Affiliate of Seller. None of Seller Company Subsidiary has received any written communication from a Governmental Entity that alleges that the Company or any of its officersCompany Subsidiary, employeesor any Representative thereof, contractors and agents is is, or may be, in material breach or violation of, or default has, or may have, any material liability under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, FCPA which would reasonably be expected to result in the revocation, cancellation or suspension of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrationsbeen resolved.

Compliance with Laws; Permits. Set forth on Schedule 7.19 is a list of all material permits, licenses, registrations and government authorizations (aincluding those required by any Governmental Authority) Since January 1(“Permits”) held by the Companies, 2019excluding Environmental Permits and permits posted at each Company location as required by Law. Except as set forth in Schedule 7.19 and except for the Federal Law Prohibition, to the Companies’ knowledge: (i) Seller has complied each of the Companies is currently in all material respects with all Laws applicable to the Purchased Assets, the Products or the Business; (ii) the Purchased Assets and their uses comply compliance in all material respects with all applicable Laws; , and (iiiii) Seller each of the Companies is not subject to any outstanding Governmental Order in possession of all Permits required under applicable Law for the current operation of the Business and is in compliance with respect to the Purchased Assetsrequirements and limitations included in such Permits, the Products or the Business. (b) Each except in case of each of (i) of Seller and its officers, employees, contractors and agents has been duly granted all Permits required (ii) where the failure to comply or necessary for possess would not interfere in any material respect with the conduct of the Business as currently conducted by Sellerthe Companies or otherwise be material to the Companies. Within the last three (3) years, including all Permits necessary none of the Companies have received written notice of any Actions, nor to developthe Companies’ knowledge have any Actions been threatened, manufactureto the revoke, testsuspend, store, handle, label, package, sell, market, promote, distribute, import, cancel or export the Products, each of which Permits is materially modify any such Permits. Except as otherwise set forth on Schedule 4.18(b); (ii) 7.19, the consummation of the transactions contemplated by this Agreement and the other Transaction Documents will not cause any such Permits are valid and to be revoked, suspended, canceled or modified, provided that nothing in full force and effect. No such this Section 7.19 or in any other representation, warranty or covenant of the Companies or Sellers hereunder or under any other Transaction Document will be construed as a representation, warranty or covenant regarding requirements for Permits are held as it relates to the business to be conducted by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To SellerCompanies under Lineage’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in ownership following the revocation, cancellation or suspension of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products RegistrationsClosing.

Compliance with Laws; Permits. (a) Since The Parent and each of its Subsidiaries (i) are, and since the later of January 1, 2019: (i) Seller has complied 2017 and their respective dates of formation or organization have been, in compliance in all material respects with all Laws and are not in material default under or in material violation of any applicable to the Purchased AssetsLaw, the Products or the Business; and (ii) the Purchased Assets and their uses comply in all since January 1, 2017 have not received written notice of any material respects with all applicable Laws; and (iii) Seller is not subject to violation of Law from any outstanding Governmental Order with respect to the Purchased Assets, the Products or the BusinessEntity. (b) Each Neither the Parent, nor any of its Subsidiaries, nor any of their directors or officers or any other Persons acting on behalf of the Parent or any of its Subsidiaries has, in connection with the operation of their respective businesses, (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of Seller political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of any applicable foreign, federal or state Law, or (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts. (c) Parent has no licenses, permits and its officerscertificates from federal, employeesstate, contractors local and agents has been duly granted all Permits required or necessary for the conduct of the Business as conducted by Sellerforeign authorities (including, including all Permits without limitation, federal and state agencies regulating occupational health and safety), and none are necessary to developits operations and business, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is other than as set forth on Schedule 4.18(b)Section 5.10 of the Parent Disclosure Schedule. (d) (i) The Parent and its Subsidiaries are in possession of all material Permits except where the failure to have such Permits in the aggregate would not reasonably be expected to have a Material Adverse Effect on the Parent or its Subsidiaries; (ii) to the Knowledge of such the Parent, all Permits of the Parent are valid and in full force and effect. No such Permits are held by any Affiliate ; (iii) to the Knowledge of Seller. None the Parent, no suspension or cancellation of Seller or any of the Permits of the Parent is pending or threatened; (iv) the Parent and its officersSubsidiaries are not, employeesand since January 1, contractors and agents is 2017 have not been, in material violation or breach or violation of, or material default under, any such Permit. Each of Seller ; and its officers, employees, contractors and agents (v) no event or condition has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, occurred or exists which would reasonably be expected to result in the revocationa material violation of, cancellation material breach of or suspension loss of a material benefit under, any such Permit. Seller Permit (in each case, with or without notice or lapse of time or both). (e) The representations and warranties set forth in this Section 5.10 shall not apply to Environmental Law (which is the sole and exclusive owner subject of each such Permit and has not granted any right Section 5.11) or Laws relating to Taxes (which are the subject of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products RegistrationsSection 5.16).

Compliance with Laws; Permits. (a) Since Except as set forth on Schedule 3.17(a), (i) the Company and each of the Company Subsidiaries has at all times since January 1, 2019: (i) Seller has 2013 complied in all material respects respects, and is now complying in all material respects, with all Laws applicable to the Purchased Assetsit or its business, the Products properties or the Business; assets, and (ii) since January 1, 2013, neither the Purchased Assets and their uses comply Company nor any Company Subsidiary has received any written notice, order, complaint or other written communication from any Governmental Authority that the Company or such Company Subsidiary is in all violation of any Law applicable to it, except for any such violations that have since been cured or corrected without any fine, penalty or continuing material respects obligation of the Company or any Company Subsidiary beyond future compliance with all applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order with respect to the Purchased Assets, the Products or the Businesssuch Law. (b) Each (iSchedule 3.17(b) of Seller and its officers, employees, contractors and agents has been duly granted lists all current Permits required issued to the Company or necessary for any Company Subsidiary that are material to the conduct of the Business as conducted by Sellercurrently conducted, including the names of such Permits and their respective dates of issuance and expiration. Except as disclosed on Schedule 3.17(b): (i) the Company and each of the Company Subsidiaries are in possession of all Permits necessary and material for the Company and such Company Subsidiaries to developown, manufacturelease and operate their respective properties and carry on their respective business as currently conducted, test, store, handle, label, package, sell, market, promote, distribute, import, or export and are in compliance in all material respects with the Products, each of which Permits is set forth on Schedule 4.18(b); requirements and limitations included in such Permits; (ii) of all such material Permits are valid and in full force and effect. No such Permits are held by ; (iii) neither the Company nor any Affiliate Company Subsidiary has received written notice that any suspension, cancellation, modification, revocation or nonrenewal of Seller. None of Seller or any of its officers, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings withPermit is pending or threatened, and have paid all regulatory fees tono event has occurred that, the applicable Governmental Authority necessary to maintain all with or without notice or lapse of such Permits in full force and effect. To Seller’s Knowledgetime or both, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocationany such suspension, cancellation cancellation, modification, revocation or suspension nonrenewal of any such material Permit. Seller ; (iv) the consummation of the transactions contemplated by this Agreement and the Transaction Documents will not result in the suspension, cancellation, modification, revocation or nonrenewal of any such material Permit; and (v) no such material Permit is issued in the sole and exclusive owner name of each such Permit and has not granted any right present or former employee, officer, manager, member, agent or otherwise on behalf of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrationsthe Company or any Company Subsidiary.

Compliance with Laws; Permits. (a) Since January 1Except for the United States’ Federal Controlled Substances Act (Title II of the Comprehensive Drug Abuse Prevention and Control Act of 1970) (the “CSA”), 2019: (i) Seller and U.S. federal ordinances, regulations, rules, codes, order related to the CSA, which currently classifies cannabis as a Schedule-I controlled substance and makes cannabis use and possession illegal on a national level in the United States, each Target Company has complied conducted its respective business in all material respects accordance with all Laws and Governmental Orders applicable to the Purchased Assetsit, the Products or the Business; (ii) the Purchased Assets its properties and their uses comply in all material respects with all applicable Laws; assets, and (iii) Seller is not subject to in violation of any outstanding such Law or Governmental Order with respect Order. No claim has been made by any Governmental Authority to the Purchased Assetseffect that any Target Company or any asset owned or used by any of the Target Companies or, the Products fails to comply, in any respect, with any Law or the BusinessGovernmental Order. (b) Each (iSection 3.12(b) of Seller and its officers, employees, contractors and agents has been duly granted the Disclosure Schedule contains a list of all Permits required or necessary for the conduct held by each of the Business as conducted by SellerTarget Companies. Each of the Target Companies are in compliance with all of its respective Permits, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, and each of which Permits such Permit is set forth on Schedule 4.18(b); (ii) of such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents Action is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s the Sellers’ Knowledge, threatened, which to revoke or limit any such Permits. All fees and charges with respect to such Permits as of the date hereof have been paid in full. To the Sellers’ Knowledge, no event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, cancellation suspension, lapse or suspension limitation of any Permit set forth in 3.12(b) of the Disclosure Schedule and none of such Permit. Seller is Permits will be impaired or terminated or become terminable as a result of the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrationstransactions contemplated hereby.

Compliance with Laws; Permits. (a) Since Except as disclosed on Schedule 4.12, the Sellers are conducting, and to the Knowledge of Sellers have conducted since January 1, 2019: 2023, the Business and Purchased Assets in compliance, in all material respects, with all applicable Laws, notices, approvals and Orders. Except as disclosed on Schedule 4.12, to the Knowledge of the Sellers, (i) each Seller is not in material breach of any Law, notice, approval or order applicable to it or the Business, and (ii) there are no facts or circumstances which could form the basis for any such material breach. Each Seller is not under investigation with respect to the violation of any Laws and to the Knowledge of the Sellers, there are no facts or circumstances which could form the basis for any such violation. None of the Sellers has complied received (A) any written notice or other communication that alleges that the Business is not in compliance in any material respect with any Law, Order or Permit applicable to the Business or the Purchased Assets or (B) any written notice or communication regarding any deficiencies in any material respect in the compliance practices, procedures, methodologies or methods of the Business or its employees or internal compliance controls, including any complaint, allegation, assertion or claim that the Business or its employees has engaged in illegal practices. (b) The Sellers have all material respects with all Laws applicable to Permits which are required for the lawful operation of the Business as presently conducted and the ownership and operation of the Purchased Assets, the Products or the Business; (ii) the Purchased Assets and their uses comply in all material respects with all applicable Laws; and (iii) Seller each such Permit is not subject to any outstanding Governmental Order with respect to the Purchased Assetsvalid, the Products or the Business. (b) Each (i) of Seller and its officers, employees, contractors and agents has been duly granted all Permits required or necessary for the conduct of the Business as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits are valid binding and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will each case except as would not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result have a Material Adverse Effect. Except as set forth on Schedule 4.12(b), to the Knowledge of Sellers, none of the Sellers is or has been in material default or violation (and no event has occurred which, with notice or the revocationlapse of time or both, cancellation would constitute a default or suspension violation) of any such Permit. Seller term, condition or provision of any Permit to which it is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect theretoa party. Schedule 4.18(b4.12(b) also includes sets forth a list of all Products Registrationsmaterial Permits of the Sellers.

Compliance with Laws; Permits. (a) Since January 1Except as set forth in Section 3.8(a) of the Company Disclosure Schedule, 2019: the Company is, and for the past five (i5) Seller years has complied been, in all material respects compliance with all Laws applicable to the Purchased AssetsBusiness and its operations. During the past five (5) years, the Products Company has not received any written notice of, or the Business; (ii) the Purchased Assets and their uses comply in all been formally charged by a Governmental Authority with, any material respects with all violation of any applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order with respect to the Purchased Assets, the Products or the Business. (b) Each (iExcept as set forth in Section 3.8(b)(i) of Seller and its officersthe Company Disclosure Schedule, employees, contractors and agents the Company has been duly granted obtained all material Permits that are required or necessary for the conduct operation of the Business as conducted presently conducted. Each material Permit held by Sellerthe Company is valid, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits are valid binding and in full force and effect. No The Company has not received any written notice alleging the failure to hold any Permit or threatening the suspension, revocation, restriction, nonrenewal, or modification of any material Permits, or the imposition of any fine, penalty, or other sanctions with respect to such Permits are held by material Permits. To the Knowledge of the Company, no Governmental Authority has decided not to renew any Affiliate of Sellersuch material Permits. None of Seller or any of its officers, employees, contractors and agents The Company is in compliance with the material breach or violation of, or default under, any such Permit. Each terms and conditions of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such the material Permits that it holds, in each case except as would not reasonably be expected to be material, individually or in the aggregate, to the Company. All material Permits of the Company are in full force and effect. To Seller’s Knowledge, there is not subject to appeal or challenge, and no basis for believing that all such Permits will not be renewable upon expirationadversely affected by the consummation of the Transaction. There are Except as set forth in Section 3.8(b)(ii) of the Company Disclosure Schedule, no Actions pending orPerson, other than the Company, owns or has any proprietary or financial interest in any such Permits. (c) Since January 1, 2018, neither the Company nor any of its directors, officers, or employees nor, to Seller’s Knowledgethe Knowledge of the Company, threatenedany other Person authorized to act on its behalf (including any distributor, which agent, sales intermediary or other third party), has (i) violated any Applicable Anti-Corruption Law or (ii) offered, given, promised to give, or authorized the giving of money or anything of value, to any Government Official or any other Person: (A) for the purpose of (1) corruptly or improperly influencing any act or decision of any Government Official or Person in his/her official capacity, (2) inducing any Government Official or Person to do, or omit to do, any act in violation of his/her duties, (3) securing any improper business advantage, or (4) obtaining or retaining business for the Company or directing business to any Person; or (B) in a manner that would reasonably be expected constitute, or have the purpose or effect of, public or commercial bribery, acceptance of, or acquiescence in, extortion, kickbacks or other unlawful or improper means of obtaining business or any improper business advantage. ​ ​ (d) The Company has maintained complete and accurate books and records in reasonable detail in all material respects, including records of payments to result any agents, consultants, representatives, third parties, and Government Officials. Neither the Company nor any of its directors, officers, or employees, nor, to the Knowledge of the Company, any other Person authorized to act on its behalf, has established or maintained, or is maintaining, any secret, illegal, or unrecorded fund of corporate monies or other properties. No false or fictitious entries have been made in the revocationbooks and records of the Company relating to any corrupt payment or gift of anything of value, cancellation including any bribe, kickback, or suspension other illegal or improper payment. (e) The Company has in place reasonably adequate controls and systems to ensure compliance with the Applicable Anti-Corruption Laws. (f) Neither the Company nor any of its directors, officers, or employees nor, to the Knowledge of the Company, any other Person authorized to act on its behalf, is, or has been, (i) under administrative, civil, or criminal investigation, internal investigation by any party, or the subject of any such Permitinquiry or allegations or (ii) under an indictment, suspension, debarment, or audit (other than a routine Contract audit) by any party, in each case, in connection with alleged or possible violations of any Applicable Anti-Corruption Laws. Seller is Neither the sole and exclusive owner Company nor any of each such Permit and its directors, officers, or employees nor, to the Knowledge of the Company, any other Person authorized to act on its behalf has not granted received a whistleblower report of alleged or possible violations of any right Applicable Anti-Corruption Laws. (g) Neither the Company nor any of reference its directors, officers, or employees nor, to the Knowledge of the Company, any other Person authorized to act on its behalf has received notice, inquiry, or other communication from, or made a voluntary disclosure to, the U.S. Department of Justice or other criminal, civil or administrative enforcement agency of any domestic or non-U.S. jurisdiction in connection with respect thereto. Schedule 4.18(b) also includes a list alleged or possible violations of all Products Registrationsany Applicable Anti-Corruption Law.

Compliance with Laws; Permits. (ai) Since Except for those matters that individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect: (A) each of the Company and its Subsidiaries is and has been since January 1, 2019: (i) Seller has complied 2007 in all material respects compliance with all Laws (including those related to human health and safety or to the environment) and Orders applicable to the Purchased Assetsit, the Products its properties, rights or the Business; assets or its business or operations; (iiB) the Purchased Assets Company and their uses comply each of its Subsidiaries has in effect all material respects approvals, authorizations, certificates, filings, franchises, licenses, exemptions, notices and permits of or with all Governmental Entities (collectively, “Permits”), including Permits related to human health and safety or to the environment, necessary for it to own, lease or operate its properties and other assets and to carry on its business and operations as currently conducted and as were conducted through the most recently completed fiscal year, and neither the Company nor any of its Subsidiaries has reason to believe that any such Permit will be revoked, will not be renewed, or will be modified on terms more burdensome than currently applicable; (C) there has occurred no default under, or violation of, any such Permit; (D) the consummation of the Merger would not cause the revocation, modification or cancellation of any such Permit; and (E) (I) since January 1, 2007, neither the Company nor any of its Subsidiaries has, in a manner that could give rise to liability under applicable Laws; and (iii) Seller is not subject to , Released any outstanding Governmental Order with respect to Hazardous Materials in, on, under, from or affecting any properties or facilities currently or formerly owned, leased or operated by the Purchased Assets, the Products or the Business. (b) Each (i) of Seller and its officers, employees, contractors and agents has been duly granted all Permits required or necessary for the conduct of the Business as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller Company or any of its officersSubsidiaries, employees(II) to the Knowledge of the Company, contractors and agents is in material breach Hazardous Materials are not otherwise present at or violation ofaffecting any such properties or facilities, or default underat any other location, that could reasonably be expected to result in liability to or otherwise adversely affect the Company or any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings withSubsidiaries, and have paid all regulatory fees to, (III) to the applicable Governmental Authority necessary to maintain all Knowledge of such Permits in full force and effect. To Seller’s Knowledgethe Company, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, any claim against it or any of its Subsidiaries or any liability or obligation of it or any of its Subsidiaries under any Laws related to Sellerhuman health and safety or to the environment. (ii) To the Company’s Knowledge, threatened(a) it is in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, which would reasonably be expected to result in as amended (the revocation“Foreign Corrupt Practices Act”) and any other United States and foreign Laws concerning corrupting payments; and (b) between January 1, cancellation or suspension 2005 and the date of any such Permit. Seller is this Agreement, the sole and exclusive owner of each such Permit and Company has not granted been investigated by any right of reference Governmental Entity with respect theretoto, or given notice by a Governmental Entity of, any violation by the Company of the Foreign Corrupt Practices Act or any other United States or foreign Laws concerning corrupting payments. Schedule 4.18(bThis paragraph (k) also includes a list does not relate to Tax matters, labor or employment matters, ERISA matters, or Intellectual Property matters, those topics being the subject of all Products Registrationsparagraphs (l), (m), (n), (o) and (q), as applicable.

Compliance with Laws; Permits. (a) Since January 1Except as set forth in Section 4.15(a) of the Company Disclosure Schedules, 2019: each Company Entity is now, and for the past three (i3) Seller years has complied been, in all material respects compliance with all Laws applicable to it or its Business, properties or assets except for such non-compliance that has not resulted and would not reasonably be expected to result in Liabilities that are material to the Purchased AssetsCompany Entities, taken as a whole. Notwithstanding the foregoing, for all purposes of this Agreement, the Products Company does not make any representation or warranty (pursuant to Section 4.14, this Section 4.15, or elsewhere in the Business; (iiAgreement) regarding the Purchased Assets and their uses comply effect of the applicable Antitrust Laws on its ability to execute, deliver, or perform its obligations under this Agreement or to consummate the transactions described in all material respects with all applicable Laws; and (iii) Seller is not subject to this Agreement as a result of the enactment, promulgation, application, or threatened or actual judicial or administrative investigation or litigation under, or enforcement of, any outstanding Governmental Order Antitrust Law with respect to the Purchased Assets, consummation of the Products or the Businesstransactions described in this Agreement. (b) Each (i) of Seller and its officers, employees, contractors and agents has been duly granted all All Permits required or necessary for the Company Entities to conduct of the Business as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits have been obtained and are valid and in full force and effect. No ; (ii) all fees and charges with respect to such Permits are held by any Affiliate have been paid in full; (iii) Section 4.15(b) of Seller. None the Company Disclosure Schedules lists all current Permits issued to the Company Entities, including the names of Seller or any the Permits and their respective dates of its officers, employees, contractors issuance and agents is in material breach or violation of, or default under, any such Permit. Each of Seller expiration; and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, (iv) to the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To SellerCompany’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending orevent has occurred that, to Seller’s Knowledgewith or without notice or lapse of time or both, threatened, which would reasonably be expected to result in the revocation, cancellation suspension, lapse or suspension limitation of any such Permit. Seller is Permit set forth in Section 4.15(b) of the sole Company Disclosure Schedules, except in the case of clause (i), clause (ii) and exclusive owner of each such Permit and has clause (iv) as would not granted any right of reference with respect thereto. Schedule 4.18(b) also includes reasonably be expected to result in Liabilities that are material to the Company Entities, taken as a list of all Products Registrationswhole.

Compliance with Laws; Permits. (a) Since Each of the Target Companies is, and since January 1, 2019: (i) Seller 2016, has complied been, in all material respects with all Laws applicable to the Purchased Assets, the Products or the Business; (ii) the Purchased Assets and their uses comply compliance in all material respects with all applicable Laws; and . Except as set forth on Schedule 3.5(a), since January 1, 2016, none of the Target Companies has received written notice from a Governmental Authority alleging any violations of applicable Laws. To the Target Companies’ Knowledge, no event has occurred or circumstance exists that (iiiwith or without notice or lapse of time) Seller would constitute or result in a material violation by the Target Companies of, or a failure on the part of the Target Companies, to comply with, any Law or Order. None of the Target Companies is not subject a party to or bound by any outstanding Governmental material Order or arbitration award (or agreement entered into in any Action with respect to the Purchased Assets, the Products or the Businessany Government Authority). (b) Each (i) of Seller The Target Companies possess all material Permits and its officershave made all material declaration and filings with, employees, contractors and agents has been duly granted all Permits required Governmental Authorities necessary or necessary advisable for the lawful conduct of the Business as presently conducted by Seller(the “Material Permits”). Schedule 3.5(b)(i) sets forth a true, including correct and complete list of all Material Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export as of the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of date hereof. All such Material Permits are valid and in full force and effect. No such Permits The Target Companies are held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents is in material breach or violation ofcompliance with the requirements of all Material Permits and there is no Action pending or, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, to the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing threatened that all such Permits will not would be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocation, cancellation or suspension of any such Material Permit. Seller is Except as set forth on Schedule 3.5(b)(ii), none of the sole Material Permits shall be materially and exclusive owner adversely affected as a result of each such Permit this Agreement, the Transaction Documents or the consummation of the Transactions contemplated hereby and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrationsthereby.

Compliance with Laws; Permits. (a) Since Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company and each of its Subsidiaries are, and since January 1, 2019: (i) Seller has complied 2022 have been, in all material respects compliance with all Laws applicable to Applicable Laws. Neither the Purchased Assets, the Products or the Business; Company nor any of its Subsidiaries nor any of their respective assets has been given written notice that it (iix) the Purchased Assets and their uses comply in all material respects with all applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order under investigation with respect to or (y) has been threatened to be charged with, nor has the Purchased AssetsCompany or any of its Subsidiaries received notice in writing from any Governmental Authority of its intent to conduct an investigation of, the Products any violation of any Applicable Law, except for such investigations or the Businesscharges which would not have a Company Material Adverse Effect. (b) Each Except as would not have a Company Material Adverse Effect, (i) of Seller the Company and its officersSubsidiaries are in possession of, employeesand in compliance with, contractors and agents has been duly granted all Permits required or necessary for the conduct of the Business as conducted by Seller, including all Permits necessary for those entities to developcarry on their respective businesses as now being conducted, manufactureunder and pursuant to Applicable Laws, test(ii) all such Permits are in full force and effect and (iii) no suspension, storecancellation, handle, label, package, sell, market, promote, distribute, import, withdrawal or export the Products, revocation thereof is pending or threatened. (c) The Company and each of which Permits is set forth its Subsidiaries, and their respective directors, officers, employees and, to the Knowledge of the Company, their consultants and agents (in each case, to the extent acting for or on Schedule 4.18(bbehalf of the Company or any Subsidiary), are and for the past five (5) years have been in compliance with Anti-Corruption Laws in all material respects and have not (i) used any corporate funds for unlawful contributions, gifts, entertainment or other expenses related to political activity; (ii) made any unlawful payments to any government officials; or (iii) otherwise made or accepted any unlawful bribe, rebate, payoff, influence payment, kickback or similar payment in violation of such Permits are valid any applicable Anti-Corruption Law. The Company and in full force each of its Subsidiaries has adopted, maintained and effect. No such Permits are held by any Affiliate adhered to compliance policies and procedures and a system of Seller. internal controls designed to ensure compliance with Anti-Corruption Laws. (d) None of Seller the Company or any of its officers, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings withSubsidiaries, and have paid all regulatory fees tono director, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledgeofficer, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending employee, or, to Seller’s Knowledgethe Knowledge of the Company, threatenedagent thereof (in each case, which would to the extent acting for or on behalf of the Company or any Subsidiary): (i) is or has been a Sanctioned Person; or (ii) has engaged in transactions, dealings, or activities that might reasonably be expected to result cause such Person to become a Sanctioned Person. (e) Since April 24, 2021, the Company and its Subsidiaries have: (i) complied with applicable Sanctions and Ex-Im Laws in all material respects; (ii) maintained in place and implemented controls and systems intended to comply with applicable Sanctions and Ex-Im Laws; (iii) not engaged in a transaction or dealing, direct or indirect, with or involving any country or territory that at the revocationtime of such transaction or dealing was a Sanctioned Country or any Person that at the time of such transaction or dealing was a Sanctioned Person, cancellation in each case in violation of applicable Sanctions or suspension Ex-Im Laws in all material respects; and (iv) not been the subject of any enforcement proceedings by any Governmental Authority, or other legal proceedings, or to the Knowledge of the Company, any investigation by any Governmental Authority, regarding any actual or alleged violation of applicable Anti-Corruption Laws, Ex-Im Laws or Sanctions, and has not been notified of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrationspending or threatened actions.

Compliance with Laws; Permits. (a) Since The Company and its Subsidiaries are conducting and, since January 1, 2019: (i) Seller has complied 2017, have conducted their business and operations in all material respects with all Laws applicable to the Purchased Assets, the Products or the Business; (ii) the Purchased Assets and their uses comply compliance in all material respects with all applicable Laws; . The Company and (iii) Seller is not subject its Subsidiaries also have complied, and are now complying, with all Laws otherwise applicable to any outstanding Governmental Order with respect to the Purchased Assets, the Products it or the Businessits properties or assets. (b) Each (i) of Seller the Company and its officersSubsidiaries has in effect all permits, employeeslicenses, contractors franchises, applications, rights, privileges, approvals, certifications, consents, waivers, concessions, exemptions, Orders, registrations, notices and agents authorizations from, or filings with, any Governmental Authority (collectively, “Permits”) required by applicable Laws for the Company or any of its Subsidiaries to own, lease or operate its properties and assets and to carry on its business as now conducted, and no default has been duly granted all occurred under any such Permit. All such Permits required or necessary by applicable Laws for the Company to conduct of the Business as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits its business are valid and in full force and effect. No All fees and charges with respect to such Permits as of the date hereof have been paid in full. Schedule 3.12(b) of the Company Disclosure Schedule lists all current Permits that are held by any Affiliate material to the business of Seller. None of Seller the Company and issued to the Company or any of its officersSubsidiaries, employees, contractors including the names of the Permits and agents is in material breach or violation of, or default under, any such Permit. Each their respective dates of Seller issuance and its officers, employees, contractors and agents has filed all material reports, notifications and filings withexpiration, and have paid all regulatory fees torelated jurisdiction of issuance. No event has occurred that, the applicable Governmental Authority necessary to maintain all with or without notice or lapse of such Permits in full force and effect. To Seller’s Knowledgetime or both, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocation, cancellation suspension, lapse or suspension limitation of any Permit set forth in Schedule 3.12(b) of the Company Disclosure Schedule. (c) None of the Company or any of its Subsidiaries has in the past three (3) years (i) received any written notice or claim from any Governmental Authority asserting that (A) the Company or any of its Subsidiaries (or any of their respective its assets, properties or businesses) is not in compliance with, or regarding any actual or possible default or violation of, any Law or the terms of any Permits (nor, to the Company’s knowledge, does there exist any condition which with the passage of time or the giving of notice or both would result in such Permitnon-compliance, default or violation) or (B) any Permit will be suspended, terminated, revoked or modified or cannot be renewed in the ordinary course of business or (ii) been the subject of an external investigation, or conducted an internal investigation, concerning any alleged violation of any Law or Permits by any of the Company or any of its Subsidiaries or any of their respective Representatives (regardless of the outcome of such investigation). (d) The Company is registered with and is in good standing with the Card Networks and the ACH Network. Seller The Company is the sole and exclusive owner of each such Permit and has not granted any right been since January 1, 2017 in compliance in all material respects with the Rules. There is no investigation, proceeding or disciplinary action, including fines, currently pending or threatened in writing against the Company by a Card Network, an agent of reference a Card Network, or an operator of an ACH Network. (e) The Company is and has been since January 1, 2017 in compliance in all material respects with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrationsthe applicable requirements of, and, to the extent required by applicable Laws, certified at the appropriate level of, the Payment Card Industry Data Security Standard.

Compliance with Laws; Permits. (a) Since January 1May 7, 2019: (i) Seller has complied in all material respects with all Laws applicable to the Purchased Assets2018, the Products or the Business; (ii) the Purchased Assets Business has been and their uses comply is being conducted in compliance in all material respects with all applicable federal, state, local or foreign law, statutes or ordinances, common law, or any rule, regulation, judgment, order, writ, injunction, decree, arbitration award, license or permit of any Governmental Entity (collectively, “Laws; and (iii) Seller is not subject to ”). No Action by any outstanding Governmental Order Entity with respect to the Purchased AssetsBusiness is pending or, to the Products Knowledge of Seller, threatened, nor has any Governmental Entity threatened to conduct the same. No material change is required in Seller’s processes, properties or procedures to comply with any such Laws; and Seller has not received any written notice of any material noncompliance with any such Laws that has not, to the Business. Knowledge of Seller, been cured as of the date of this Agreement. Seller has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations (b) Each including marketing authorizations, pre-market approvals, clearances, CE Marking), franchises, variances, exemptions and orders issued or granted by a Governmental Entity or any Notified Bodies, as applicable in the jurisdiction concerned (i) of Seller and its officerscollectively “Permits”), employees, contractors and agents has been duly granted all Permits required or necessary for the to conduct of the Business as conducted by Seller, including all Permits necessary currently conducted. A list of each material Permit with respect to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits Business is set forth on Schedule 4.18(b); (iiSection 4.7(a) of such the Seller Disclosure Letter. All Permits are valid and in full force and effecteffect except for suspensions, cancellations, delays in filing reports or violations which would not, individually or in the aggregate, have or be reasonably expected to have a Material Adverse Effect. No such notification to, or consent from any Governmental Entity is required in order for the Permits are held by any Affiliate of Seller. to remain in full force and effect immediately following the Closing. (b) None of Seller or any of its Subsidiaries or, to the Knowledge of Seller, any of each of their respective directors, officers, employees, contractors consultants, sales representatives, distributors or agents, in such capacity and agents is in material breach on behalf of Seller, has (i) used any funds for unlawful contributions, gifts, entertainment or violation ofother unlawful payments relating to political activity or (ii) violated, directly or default underindirectly, any such Permitapplicable money laundering or anti-terrorism Law or directly or indirectly lent, contributed or otherwise made available any funds to any Person for the purpose of financing the activities of any Person currently targeted by any U.S. sanctions administered by OFAC. Each Seller, its Subsidiaries, and to the Knowledge of Seller Seller, its Affiliates and its each of their respective directors, officers, employees, contractors consultants, sales representatives, distributors, agents and agents has filed business partners have complied at all times, and are in compliance in all material reportsrespects, notifications with all applicable U.S. and filings withnon-U.S. anti-corruption and anti-bribery Laws with respect to Seller, including the U.S. Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1 et seq.). In this regard, Seller, its Subsidiaries and, to the Knowledge of Seller, its Affiliates and each of their respective directors, officers, employees, consultants, sales representatives, distributors, agents and business partners, in such capacity and on behalf of Seller, have not given, offered, agreed or promised to give, or authorized the giving, directly or indirectly, of any money or other thing of value to any Person as an inducement or reward for favorable action or forbearance from action or the exercise of influence. Seller, its Subsidiaries and, to the Knowledge of Seller, its Affiliates have instituted and maintain policies and procedures designed to ensure, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There which are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocationbe effective to ensure, cancellation or suspension of continued compliance with any such Permit. Seller is the sole U.S. and exclusive owner of each such Permit non-U.S. anti-bribery, anti-corruption money laundering and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrationsanti-terrorism Laws.

Compliance with Laws; Permits. (a) Since January 1Except as set forth on Section 4.9(a) of the Seller Disclosure Schedule, 2019: Seller (isolely with respect to the Refinery Operations) Seller has and the Company have for the past [***] complied and are currently complying, in all material respects respects), with all Laws applicable to the Purchased Transferred Assets, the Products Transferred Real Property, the Company Interests or the Business; Refinery Operations. Within the [***] prior to the date hereof, neither Seller (ii) the Purchased Assets and their uses comply in all material respects with all applicable Laws; and (iii) Seller is not subject to any outstanding Governmental Order solely with respect to the Purchased Assets, Refinery Operations) nor the Products Company has received any written notice of or been formally charged by a Governmental Authority with the Businessmaterial violation of any Laws. (b) Each None of the representations and warranties contained in this Section 4.9 (iCompliance with Laws; Permits) shall be deemed to relate to Taxes (which are governed by Section 4.10), employee benefit matters (which are governed by Section 4.14), labor matters (which are governed by Section 4.15) or environmental matters (which are governed by Section 4.16). (c) Section 4.9(c) of the Seller Disclosure Schedule sets forth a list of all material Permits held by Seller or its Affiliates as of the date hereof that are required for Seller and its officers, employees, contractors Affiliates to conduct the Topping Operations or to own the Transferred Assets and agents has been duly granted all Permits required or necessary for the conduct Company Interests as of the Business as conducted by Sellerdate hereof (the “Material Permits”), including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents is effect in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reportsrespects on the date hereof. Except as set forth on Section 4.9(c) of the Seller Disclosure Schedule, notifications all Material Permits have been obtained. Seller has made available to the Purchaser true, correct and filings withcomplete copies of each of the Permits listed on Section 4.9(c) of the Seller Disclosure Schedule. Except for the entering into of the Transaction Agreements or the consummation of the Transactions, and have paid all regulatory fees tono event has occurred that, the applicable Governmental Authority necessary to maintain all with or without notice or lapse of such Permits in full force and effect. To Seller’s Knowledgetime or both, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocation, cancellation suspension, lapse or suspension limitation of any such Permit. Seller is the sole and exclusive owner of each such material Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrationsset forth in Section 4.9(c).

Compliance with Laws; Permits. (a) Since January 1December 31, 2019: , the Seller (i) Seller has complied conducted, and is conducting, the Business in all material respects compliance with all applicable Laws applicable to the Purchased Assets, the Products or the Business; and (ii) has not received any notice or other written communication from any Government Entity or other Person alleging any noncompliance by Seller with any applicable Law in connection with the Purchased Assets and their uses comply in all material respects with all applicable Laws; and (iii) operation of the Business. The Seller is has not subject to conducted any outstanding Governmental Order internal investigation with respect to the Purchased Assetsany actual, the Products potential or the Businessalleged violation of any Law by any director, shareholders or other equity holder, officer or employee or concerning any actual or alleged fraud. (b) Each The Seller holds all material permits, approvals, registrations, licenses, certificates, accreditations and other authorizations in each case granted by Government Entities (ithe “Permits”) of Seller and its officers, employees, contractors and agents has been duly granted all Permits required or necessary for the conduct of the Business or ownership and use of the Assets as conducted by Seller, including as of the date hereof and all such Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is are set forth on Schedule 4.18(b); (iiSection ‎3.15(b) of the Seller Disclosure Schedule. The Seller has materially complied with and is in material compliance with the terms and conditions of such Permits and such Permits are valid and in full force and effect. No All fees and charges with respect to such Permits are held by any Affiliate as of Sellerthe date hereof have been paid in full. None The Seller has taken all reasonable action to maintain such Permits. No loss or expiration of Seller or any of its officers, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Permit is pending to which the Seller and its officershas received notice or, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, to the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis threatened other than expiration in accordance with the terms thereof, as of the date hereof. Except as set forth on Section ‎3.15(b) of the Seller Disclosure Schedule, the Permits owned or used by the Seller as of the date hereof will be available for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, use by the Purchaser on the same terms and conditions immediately subsequent to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocation, cancellation or suspension of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products RegistrationsSecond Closing.

Compliance with Laws; Permits. (a) Since The ownership and operation of the Business and the Assets by the Selling Entities is, and since January 1, 2019: (i) Seller 2017, has complied been, in all material respects compliance with all Laws applicable Applicable Laws, except as would not be material to the Purchased AssetsBusiness (provided, however, that the foregoing shall not be construed as a representation or warranty of non-infringement, misappropriation, or other violation of any Intellectual Property). To the Knowledge of the Selling Entities, since January 1, 2017, none of the Selling Entities, nor any executive officer, member of the board of directors or member of the board of managers of the Selling Entities, has received any written notice of a material violation of any Applicable Laws by the Selling Entities or any written inquiry from any Governmental Authority regarding any such potential violation, the Products or the Business; (ii) the Purchased Assets and their uses comply in all material respects with all applicable Laws; and (iii) Seller is subject of which has not subject to any outstanding Governmental Order with respect to the Purchased Assets, the Products or the Businessbeen substantially resolved. (b) Each (i) of Seller and its officersThe Selling Entities have obtained all necessary material Permits, employees, contractors and agents has been duly granted all including Permits required under Environmental, Health and Safety Laws and Applicable Food Safety Laws, with regard to the ownership or necessary for operation of the Assets and the conduct of the Business as conducted by SellerBusiness, including all such Permits necessary to developare listed on Disclosure Schedule 5.08(b)(i), manufactureand the Selling Entities have maintained such Permits in accordance with Applicable Law, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of since January 1, 2017, neither Seller or nor any of its officers, employees, contractors and agents is in Subsidiaries has received written notice of material breach or violation of, or default under, under any such Permit. Each , the subject of which has not been substantially resolved, or any pending or threatened cancellation of any such Permit and (iii) no material violations exist in respect of such Permits, except for such non-compliance and such facts, conditions or circumstances, the subject of which have been substantially resolved (including completion of all cure obligations on the part of Seller and any of its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocation, cancellation or suspension of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products RegistrationsSubsidiaries).

Compliance with Laws; Permits. (a) Since January 1, 2019: (i) Seller has complied 2003, the Company and its Subsidiaries have been in compliance in all material respects with all Laws applicable to the Purchased AssetsSPS Business and none of the Company or its Subsidiaries has received any written notice of any failure to comply in any material respect with any such Laws. (b) The Company and its Subsidiaries have obtained all material Permits that are necessary to the conduct of their respective businesses as presently being conducted. All Permits are in full force and effect, except where the Products failure to be in full force and effect would not reasonably be expected, individually or in the aggregate, to give rise to material Liability or interfere, in any material respect, with the conduct of the SPS Business; . To the knowledge of Honeywell, none of the Company or any of its Subsidiaries is in violation or default (iiother than immaterial violations or defaults) of any Permits, other than any such violations or defaults which would not reasonably be expected, individually or in the Purchased Assets aggregate, to give rise to material Liability or interfere, in any material respect, with the conduct of the SPS Business. None of the Company or its Subsidiaries has received any written notification from any Governmental Authority threatening to revoke any Permit other than revocations which would not reasonably be expected, individually or in the aggregate, to give rise to material Liability or interfere, in any material respect, with the conduct of the SPS Business. (c) The Company and their uses comply its Subsidiaries are and, within the last two (2) years have been, in compliance in all material respects with all applicable Laws; provisions of the Xxxxx-Xxxxx-Xxxxxx Act and (iii) Seller is not subject to any outstanding Governmental Order with respect the rules and regulations related thereto and other applicable privacy laws and regulations including those related to the Purchased Assetsexchange, the Products disclosure or the Businesssharing of customer or personal information or information security. (b) Each (i) of Seller and its officers, employees, contractors and agents has been duly granted all Permits required or necessary for the conduct of the Business as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents is in material breach or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocation, cancellation or suspension of any such Permit. Seller is the sole and exclusive owner of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrations.

Compliance with Laws; Permits. (a) Since January 1Except as set forth on Section 3.17(a) of the Company and Sellers’ Disclosure Letter, 2019: (i) Seller each Xxx Company is and, since the Lookback Date has complied been, in compliance in all material respects with all Laws applicable to the Purchased Assetsconduct of the business of the Utz Companies and, since the Products Lookback Date, no uncured written notices have been received by any Xxx Company from any Governmental Entity or any other Person alleging a material violation of any such Laws. (b) Each Xxx Company holds all material permits, licenses, registrations (excluding Intellectual Property registrations and certifications), approvals, consents, accreditations, waivers, exemptions and authorizations of any Governmental Entity and all material food-related quality and safety certifications, required for the ownership and use of its assets and properties or the Business; conduct of their businesses (iiincluding for the occupation and use of the Leased Real Property) the Purchased Assets as currently conducted (collectively, “Permits”) and their uses comply are in compliance in all material respects with all applicable Laws; material terms and (iii) Seller is not subject to any outstanding Governmental Order with respect to the Purchased Assets, the Products or the Business. (b) Each (i) conditions of Seller and its officers, employees, contractors and agents has been duly granted all Permits required or necessary for the conduct of the Business as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, each of which Permits is set forth on Schedule 4.18(b); (ii) such Permits. All of such Permits are valid and in full force and effecteffect and none of such Permits will be terminated as a result of, or in connection with, the consummation of the transactions contemplated by this Agreement. No such Permits are held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents Xxx Company is in material breach or violation of, or default under, under any such Permit and no condition exists that, with the giving of notice or lapse of time or both, would constitute a material default under such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there no Proceeding is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledgethe Knowledge of the Company, threatened, which to suspend, revoke, withdraw, modify or limit any such Permit in a manner that has had or would reasonably be expected to result in have a material adverse effect on the revocation, cancellation or suspension ability of any such Permit. Seller is the sole and exclusive owner of each applicable Xxx Company to use such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrationsor conduct its business.

Compliance with Laws; Permits. (a) Since January 1Except as set forth on Schedule 5.16(a) to the Disclosure Letter, 2019: and except as set forth in Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, its Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, (without giving effect to any amendment filed after the date of this Agreement), or any subsequent Current Report on Form 8-K, as it relates to the Purchased Assets, Assumed Liabilities or NetBank Finance, Seller (i) Seller has complied conducts its business in compliance with all applicable Laws or to the employees conducting such businesses; (ii) is in compliance in all material respects with all Laws of every Governmental Body applicable to the Purchased Assetsits operations or assets including all licensing, the Products or the Business; (ii) the Purchased Assets lending, consumer protection and their uses comply in all material respects with all applicable Lawsescheat laws; and (iii) Seller has received, since December 31, 2005, no written notification from any Governmental Body (A) asserting that it is not subject in compliance with any of the Laws which such Governmental Body enforces or (B) threatening to revoke any outstanding license, franchise, Permit or governmental authorization. Neither Seller nor any Market Street has received from any Governmental Order Body, since December 31, 2006, any written or other notice of or been charged with the violation of any Law. To the Knowledge of Seller, neither Seller nor Market Street is under investigation with respect to the Purchased Assets, violation of any Law and there are no facts or circumstances which could form the Products or the Businessbasis for any such violation. (b) Each (i) of Seller and its officers, employees, contractors and agents has been duly granted Market Street currently have all Permits which Seller and Market Street are required to maintain in connection with their respective business operations and activities as presently conducted. Seller and Market Street have made all filings, applications, and registrations with Regulatory Authorities that are required to be made by it or necessary for the conduct of the Business as conducted by Sellerit to own, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, importlease, or export the Products, each of which Permits is set forth operate its material assets and to carry on Schedule 4.18(b); (ii) of such Permits are valid its business as now conducted and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller or any of its officers, employees, contractors and agents is in material there has occurred no breach or violation of, or default underunder any Permit applicable to its business or employees conducting its business. Seller and Market Street have paid all fees and assessments due and payable in connection therewith. Neither Seller nor Market Street is in default or violation, and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation, in any such Permit. Each material respect of any term, condition or provision of any Permit to which it is a party, to which the business operations and activities of Seller and Market Street are subject or by which its officersproperties or assets are bound and, employeesto the Knowledge of Seller, contractors and agents has there are no facts or circumstances which could form the basis for any such default or violation. All applications required to have been filed all material reports, notifications and filings withfor the renewal of any Permit have been duly filed on a timely basis with the appropriate Governmental Body, and all other filings required to have paid all regulatory fees tobeen made with respect to any Permit have been duly made on a timely basis with the appropriate Governmental Body. (c) Neither Seller nor Market Street have taken or agreed to take any action, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s KnowledgeKnowledge it is not aware of any fact, threatenedcircumstance or reason that (i) is reasonably likely to impede or delay receipt of any Consents of Regulatory Authorities referred to in Sections 5.3(b) of this Agreement, which or (ii) would result in the imposition of a condition that would reasonably be expected to result in a Material Adverse Effect. (d) Except as set forth in Parent’s Annual Report on Form 10-K for the revocationfiscal year ended December 31, cancellation 2005, its Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 (without giving effect to any amendment filed after the date of this Agreement), or suspension any subsequent Current Report on Form 8-K, neither Seller nor Market Street are subject to, have been advised or have reason to believe that it is reasonably likely to become subject to, any written order, decree, agreement, memorandum of understanding or similar arrangement with, or a commitment letter or similar submission to, or extraordinary supervisory letter from, or adopted any such Permit. Seller is extraordinary board resolutions at the sole and exclusive owner request of, any Governmental Body charged with the supervision or regulation of each such Permit and has not granted any right financial institutions or issuers of reference with respect thereto. Schedule 4.18(b) also includes a list securities or engaged in the insurance of all Products Registrationsdeposits or the supervision or regulation of it.

Compliance with Laws; Permits. (a) Since January 1, 2019: The Company and its Subsidiaries (i) Seller are, and since December 31, 2014 have been, in compliance in all material respects with applicable Law and (ii) have not received, at any time since December 31, 2014, any written notice from any Governmental Authority regarding any actual or alleged violation of, or failure on the part of the Company or any of its Subsidiaries to comply in all material respects with, any applicable Law that has complied not been remedied. (i) The Company and each of its Subsidiaries holds and maintains in full force and effect all material Permits required to conduct their respective businesses in the manner and in all such jurisdictions as the Company and such Subsidiary is currently conducted, and (ii) the Company and each of its Subsidiaries is and has been since December 31, 2014 in compliance in all material respects with all Laws such Permits. Neither the Company nor any of its Subsidiaries has received, at any time since December 31, 2014, any written notice from any Governmental Authority (A) regarding any actual or alleged violation of, or failure on the part of the Company or such Subsidiary to comply in any material respect with, any term or requirement of any such Permit that has not been conclusively remedied, (B) regarding any failure to hold or obtain any such Permit or (C) stating that any such Permit will not be renewed. (c) Except as required by applicable to the Purchased Assets, the Products Law or the Business; Permits maintained by NBIC and PIC, (i) there is no order or directive by, or supervisory letter or cease-and-desist order from, any state insurance regulator that is binding on NBIC or PIC and (ii) neither NBIC nor PIC has adopted any board resolution at the Purchased Assets request of any state insurance regulator that limits in any material respect the ability of either NBIC or PIC to conduct its business. (d) Since December 31, 2014, each of NBIC and their uses comply PIC has filed or submitted all regulatory reports, schedules, statements, filings, submissions, registrations, and annual and quarterly statutory financial statements, in each case, required by applicable Law to be filed with or submitted to the appropriate state insurance regulator of each jurisdiction in which it is licensed, authorized or otherwise eligible with respect to the conduct of the business of insurance, as applicable. (e) The Company has made available to Parent, true and complete copies of all material examination reports relating to NBIC or PIC received by it on or after December 31, 2014 through the date of this Agreement. To the extent required by the applicable state insurance regulator, a corrective plan has been submitted to and accepted by such state insurance regulator with respect to all material deficiencies or violations noted in such examination reports and a true and correct copy of each such plan submitted on or after December 31, 2014 through the date of this Agreement, has been made available to Parent. (f) There are no unpaid claims or assessments made in writing or, to the Knowledge of the Company, threatened in writing against NBIC or PIC by any insurance guaranty association, assigned risk plan, residual market plan, board, bureau or similar organization in connection with such association’s or other organization’s operations, other than unpaid claims or assessments disclosed, provided for, reflected in, reserved against or otherwise described in the Company Statutory Financial Statements provided or made available to Parent. (g) Since December 31, 2014, no material fine or penalty has been imposed on either NBIC or PIC by any state insurance regulator. (h) Since December 31, 2014, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries and, to the Knowledge of the Company, each authorized broker, producer, consultant, agent, field marketing organization, or third party service provider to the extent acting on behalf of the Company or any of its Subsidiaries has marketed, administered, sold and issued insurance products with respect to the Company’s and its Subsidiaries’ business activities and services in compliance in all material respects with all applicable insurance Laws; and (iii) Seller is not subject to any outstanding Governmental Order with respect , including applicable Laws that relate to the Purchased Assetscompensation and the licensing of Persons to sell insurance products. Except as would not reasonably be expected to have, individually or in the Products or the Business. (b) Each aggregate, a Company Material Adverse Effect, (i) of Seller and its officers, employees, contractors and agents has been duly granted all Permits required or necessary for to the conduct Knowledge of the Business as conducted by Seller, including all Permits necessary to develop, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the ProductsCompany, each insurance agent or broker (each, an “agent”), at the time such agent wrote, sold or produced any Insurance Contract related to the business of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits are valid and in full force and effect. No such Permits are held by any Affiliate of Seller. None of Seller the Company or any of its officersSubsidiaries, employeeswas duly licensed for such business and duly appointed in accordance with applicable insurance Laws and (ii) to the Knowledge of the Company, contractors and agents is in material breach no such agent violated any term or violation of, or default under, any such Permit. Each of Seller and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are no Actions pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to result in the revocation, cancellation or suspension provision of any such Permit. Seller is Law applicable to the sole and exclusive owner writing, sale, production or management of each such Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products RegistrationsInsurance Contract.

Compliance with Laws; Permits. ‌ (a) Since January 1Except as set forth in Section 4.17(a) of the Company Disclosure Schedules or with respect to the illegality of cannabis under United States federal law or as otherwise disclosed with respect to the Environmental Laws covered in Section 4.18, 2019: (i) Seller each of the Companies has complied complied, and is now complying in all material respects respects, with all Laws applicable to the Purchased Assetsit or its properties, the Products assets or the Company Business; (ii. Except as set forth in Section 4.17(a) of the Purchased Assets and their uses comply in all Company Disclosure Schedules, none of the Companies has received any written notice of any material respects with all inquiry, investigation, violation or alleged violation of any applicable Laws; and (iii) Seller is not subject to any outstanding Law or Governmental Order with respect to the Purchased Assets, the Products or the Business.Order.‌ (b) Each (i) of Seller and its officers, employees, contractors and agents has been duly granted all Permits required or necessary for the conduct Except as set forth in Section 4.17(b) of the Business as conducted by SellerCompany Disclosure Schedules, all Company Cannabis Permits and all other material Permits, including without limitation all Company Cannabis Permits necessary to developand other material Permits, manufacture, test, store, handle, label, package, sell, market, promote, distribute, import, or export the Products, required for each of which Permits is set forth on Schedule 4.18(b); (ii) of such Permits the Companies to conduct the Company Business have been obtained by it or by their Affiliates and are valid and in full force and effect. No effect in accordance with their terms, and each of the Companies has timely executed the relevant requirements for the renewal of such Company Cannabis Permits are held or other material Permits, whenever needed, and (ii) no written notice of revocation, cancellation or termination of any Company Cannabis Permit or other material Permit has been received by any Affiliate of Sellerthe Companies. None All fees and charges with respect to such Company Cannabis Permits and other material Permits as of Seller or the date hereof have been paid in full. Section 4.17(b) of the Company Disclosure Schedules lists all current Company Cannabis Permits and all other material Permits issued to any of its officersthe Companies, employees, contractors including the names of the Permits and agents is in material breach or violation of, or default under, any such Permit. Each their respective dates of Seller issuance and its officers, employees, contractors and agents has filed all material reports, notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of such Permits in full force and effect. To Seller’s Knowledge, there is no basis for believing that all such Permits will not be renewable upon expiration. There are Except as set forth in Section 4.17(b) of the Company Disclosure Schedules or as a result of a change in Law, no Actions pending orevent has occurred that, to Seller’s Knowledgewith or without notice or lapse of time or both (including after the Closing), threatened, which would reasonably be expected to result in the revocation, cancellation suspension, lapse or suspension limitation of any such Permit. Seller is the sole and exclusive owner of each such Company Cannabis Permit and has not granted any right of reference with respect thereto. Schedule 4.18(b) also includes a list of all Products Registrations.or other material Permit.‌