Common use of Compliance with OFAC Clause in Contracts

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (i) to fund or facilitate any activities of or business with any OFAC Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s inception, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor any director, officer of the Company, nor, to the knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (i) to fund or facilitate any activities of or business with any OFAC Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s inception, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor, to the best knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (i) to fund or facilitate any activities of or business with any OFAC Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s inception, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or any of its subsidiaries is an individual or entity (an a “Company OFAC Person”), or is owned or controlled by an a Company OFAC Person, that is currently the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Russia and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Company OFAC Person (i) to fund or facilitate any activities of or business with any Company OFAC Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities or business in any Sanctioned Country in violation of Sanctions or (iii) in any other manner that will result in a violation by any Company OFAC Person (including any Company OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s inception, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any Company OFAC Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned CountryCountry in violation of Sanctions.

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringOffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (i) to fund or facilitate any activities of or business with any OFAC Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s inception, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (i) to fund or facilitate any activities of or business with any OFAC Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s inception, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither None of the Company Transaction Entities, nor any of its subsidiaries northeir respective subsidiaries, any trustee, director, officer or, to the knowledge of the CompanyTransaction Entities, any director, officer, agent, employee affiliate or Affiliate representative of the Company Transaction Entities or any of its their respective subsidiaries is an individual or entity (an “OFAC Person”)entity, or is owned or controlled by an OFAC Personindividual or entity, that is currently the subject or the target of any sanctions administered or enforced by the U.S. government (Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, or Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); Sanctions; and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Offered Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person individual or entity (i) to fund or facilitate any activities of or business with any OFAC Person individual or entity, or in any country or territory, that, at the time of such funding or facilitationfunding, is the subject or the target of Sanctions, Sanctions or (ii) to fund or facilitate any activities or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person individual or entity (including any OFAC Person individual or entity participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s Sanctions; since inception, the Company Transaction Entities and its their respective subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person prohibited by Sanctions, that at the time of the dealing or transaction was known to the Transaction Entities to be prohibited by such Sanctions; and the Transaction Entities and their respective subsidiaries will not engage in any transactions prohibited by Sanctions, that at the time of the transaction is or was known to the subject or the target of Sanctions or with any Sanctioned CountryTransaction Entities to be prohibited by such Sanctions.

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, Subsidiaries nor any director, officer, agent, employee employee, affiliate or Affiliate representative of the Company or any of its subsidiaries Subsidiaries, is or undertakes any business with an individual or entity (an “OFAC Person”), ) or is owned or controlled by an OFAC Person, (i) that is currently the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or ), the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Swiss State Secretariat for Economic Affairs or the Swiss Directorate of International Law, the Monetary Authority of Singapore, the Hong Kong Monetary Authority, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries and (ii) located, organized or resident in a country country, region or territory that is is, or whose government is, the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company and its Subsidiaries and their respective directors and officers, employees, agents, affiliates or representative will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (iiii) to fund or facilitate any activities of or business with any OFAC Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (iiiv) to fund or facilitate any activities or business in any Sanctioned Country or (iiiv) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s their respective inception, the Company and its subsidiaries Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person that at the time of the dealing or transaction is or was was, or whose government is or was, the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, directors or officers, nor, to the knowledge of the Company, any director, officer, employee of the Company or any agent, employee affiliate or Affiliate other person acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or the target of any sanctions administered or enforced by the U.S. federal government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast three years, the Company and its subsidiaries have not knowingly engaged in in, and are not now knowingly engaged in in, any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither (i) None of the Company nor Parent or any of its subsidiaries nor, to the knowledge of the CompanyParent, any director, officer, agent, employee or Affiliate affiliate of the Company Parent or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that A) is currently subject to or, to the subject or knowledge of the Parent, the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or of Treasury, the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor ; or (B) is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”)); (ii) the Issuers and the Company Guarantors will not directly or indirectly use the proceeds of the offeringoffering of Notes, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (i) to fund person or facilitate any entity, for the purpose of financing the activities of any person, or business with in any OFAC Person thatcountry or territory, at the time of such funding or facilitation, that currently is the subject or the target of Sanctions, (ii) to fund Sanctions or facilitate any activities or business in any Sanctioned Country or (iii) in any other manner by the Company or any of its subsidiaries or, to the knowledge of the Issuers or the Guarantors, by any other person that will result in a violation by any OFAC Person person (including any OFAC Person person participating in the transaction, transaction whether as an underwriter, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company Parent and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in in, and will not engage in, any dealings or transactions with any OFAC Person individual or entity, or in any country or territory, that at the time of the dealing or transaction is or was the subject or the target of Sanctions or Sanctions. The Parent and its subsidiaries have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with any Sanctioned CountrySanctions.

Compliance with OFAC. Neither None of the Company nor any of its subsidiaries noror, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or Affiliate affiliate of the Company or any other person acting on behalf of its subsidiaries the Company, is an individual or entity (an “OFAC Person”)currently subject to, or is owned or controlled by an OFAC Personthe target of, that is currently the subject or target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Syria and Syria Crimea (each, a “Sanctioned Country”); and the Company will not not, directly or indirectly indirectly, use the proceeds of the offeringOffering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have has not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, Subsidiaries nor any director, officer, agent, employee employee, affiliate or Affiliate representative of the Company or any of its subsidiaries Subsidiaries, is or undertakes any business with an individual or entity (an “OFAC Person”), ) or is owned or controlled by an OFAC Person, (i) that is currently the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or ), the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Swiss State Secretariat for Economic Affairs or the Swiss Directorate of International Law, the Monetary Authority of Singapore, Bank Negara Malaysia or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries and (ii) located, organized or resident in a country country, region or territory that is is, or whose government is, the subject or the target of Sanctions, including, without limitation, Russia, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company and its Subsidiaries and their respective directors and officers, employees, agents, affiliates or representative will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (iiii) to fund or facilitate any activities of or business with any OFAC Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (iiiv) to fund or facilitate any activities or business in any Sanctioned Country or (iiiv) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s their respective inception, the Company and its subsidiaries Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person that at the time of the dealing or transaction is or was was, or whose government is or was, the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. (i) Neither the Company nor any of its subsidiaries the Controlled Entities, nor any director, officer, or employee thereof, nor, to the knowledge of the Company, any director, officer, agent, employee affiliate, representative or Affiliate other Person acting for or on behalf of the Company or any of its subsidiaries the Controlled Entities, is an individual or entity (an “OFAC Person”)) that is, or is owned 50% or more or controlled by an OFAC Person, any Person that is currently is: (A) the subject or target of or subject to any sanctions or trade embargoes administered or enforced by the U.S. government (includinggovernment, without limitation, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or ), the U.S. Department of State and the U.S. Department of Commerce (and including, without limitation, the designation persons designated as a “specially designated national”, “blocked person” or “blocked personforeign sanctions evader”), the United Nations Security CouncilCouncil (“UNSC”), the European UnionUnion (“EU”), or Her Majesty’s TreasuryTreasury (“HMT”), or any other relevant applicable sanctions authority (collectively, “Sanctions”), nor nor (B) is the Company or any of its subsidiaries has been located, organized or resident in or otherwise affiliated with a country or territory that is the subject is, or whose government is, the target of Sanctions, or subject to Sanctions (including, without limitation, Crimeathe Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan Korea and Syria Syria) (each, a “Sanctioned CountryTerritory”); . No inquiry, action, suit proceeding or, to the knowledge of the Company, investigation, by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of the Controlled Entities, or, to the knowledge of the Company, any agent, affiliate, representative or any other person acting for or on behalf of the Company or any of the Controlled Entities, with respect to Sanctions, is pending or, to the knowledge of the Company, threatened; (ii) The Company represents and covenants that the Company and the Company Controlled Entities will not not, directly or indirectly indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person Person, including the Controlled Entities: (iA) to fund or facilitate any activities or business of or business with any OFAC Person or in any country or territory that, at the time of such funding or facilitation, is the is, or whose government is, subject to or the target of or subject to Sanctions, ; or (ii) to fund or facilitate any activities or business in any Sanctioned Country or (iiiB) in any other manner that will result in a violation of applicable Sanctions by any OFAC Person (including any OFAC Person participating in the transactionoffering, whether as underwriter, advisor, investor or otherwise); and (iii) of Sanctions. Since the Company’s inception, The Company represents and covenants that the Company and its subsidiaries the Controlled Entities, since their respective dates of incorporation, have not knowingly engaged in and in, are not now knowingly engaged in in, and will not engage in, any dealings or transactions directly or indirectly: (a) with or relating to any OFAC Person that at the time of the dealing or transaction is or was the subject to or the target of or subject to Sanctions, or is or was owned 50% or more or controlled by any such Person; or (b) in, with or relating to any country or territory that at the time of the dealing or transaction is or was, or whose government is or was, the target of or subject to Sanctions. (iv) None of the issue and sale of the Offered Shares, the execution, delivery and performance of this Agreement, the consummation of any other transaction contemplated hereby, or the provision of services contemplated by this Agreement to the Company will result in a violation of any Sanctions. Each of the Company and the Controlled Entities shall institute and maintain, and will continue to maintain, policies and procedures designed to promote and achieve compliance with Sanctions or and with any Sanctioned Countrythe representation and warranty contained herein.

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor any of the directors, officers or employees of the Company or any of its subsidiaries, nor, to the knowledge of the CompanyCompany or the Partnership, any director, officer, agent, employee or Affiliate affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Union or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and neither the Company nor any of its subsidiaries will not directly or indirectly use the proceeds of the offeringoffering of the Underwritten Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither None of the Company nor Company, any of its subsidiaries noror any director or officer, or to the knowledge of the Company, any director, officer, agent, employee or Affiliate affiliate of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or target of any to sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is are the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Sudan, the Crimea region and Syria (each, a “Sanctioned Country”); and neither the Company will not nor any of its subsidiaries will, directly or indirectly indirectly, use the proceeds of the offeringoffering and sale of its Offered Securities under this Agreement, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity for the purpose of (i) to fund funding or facilitate facilitating any unauthorized activities of or business with any OFAC Person person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund funding or facilitate facilitating any unauthorized activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation violating by any OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in any unauthorized dealings or transactions with any OFAC Person person that at the time of the such dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither None of the Company nor Company, any of its subsidiaries noror, to the knowledge of the Company, any director, officer, agent, employee employee, affiliate or Affiliate other person acting on behalf of the Company or any of its subsidiaries is (A) an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is ) currently the subject or target of any sanctions administered or enforced by the U.S. government (United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or the U.S. Department of State and (including, without limitation, the designation as a “specially designated designed national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company ) or any of its subsidiaries (B) located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, each a “Sanctioned Country”); and the . The Company will not not, directly or indirectly indirectly, use the proceeds of the offeringsale of the Notes, or lend, contribute or otherwise make available such proceeds proceeds, to any subsidiarysubsidiaries, joint venture partner partners or other OFAC Person Person, (i) to unlawfully fund or facilitate any activities of or business with any OFAC Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to unlawfully fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in in, and will not engage in, any unlawful dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, Subsidiaries nor any director, officer, nor, to the best of the Company’s knowledge after due inquiry, any agent, employee employee, affiliate or Affiliate representative of the Company or any of its subsidiaries Subsidiaries, is or undertakes any business with an individual or entity (an “OFAC Person”), ) or is owned or controlled by an OFAC Person, (i) that is currently the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or ), the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her His Majesty’s Treasury, the Swiss State Secretariat for Economic Affairs or the Swiss Directorate of International Law, the Monetary Authority of Singapore or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries and (ii) located, organized or resident in a country country, region or territory that is is, or whose government is, the subject or the target of Sanctions, including, without limitation, Russia, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company and its Subsidiaries and their respective directors and officers, employees, agents, affiliates or representative will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (iiii) to fund or facilitate any activities of or business with any OFAC Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (iiiv) to fund or facilitate any activities or business in any Sanctioned Country or (iiiv) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s their respective inception, the Company and its subsidiaries Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person that at the time of the dealing or transaction is or was was, or whose government is or was, the subject or the target of Sanctions or with any Sanctioned Country, except for such that would not individually or in the aggregate result in a Material Adverse Change.

Compliance with OFAC. Neither (a) No Group Company or, to the Company nor best Knowledge of the Warrantors, any of its subsidiaries nordirectors, to the knowledge of the Companyofficers, any directoremployees, officerAffiliates, agent, employee or Affiliate of the Company shareholders or any of its subsidiaries is an individual or entity (an “OFAC Person”)other Person acting on behalf thereof is, or is Controlled or 50% or more owned in the aggregate by or controlled by an OFAC is acting on behalf of, one or more individuals or entities (collectively, the “Prohibited Person, ”) that is currently are: (i) the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Department of Treasury’s Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (UN), the European UnionUnion (EU), Her Majesty’s TreasuryTreasury (UK HMT), the Swiss Secretariat of Economic Affairs (SECO), the Hong Kong Monetary Authority (HKMA), the Monetary Authority of Singapore (MAS), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries ; nor (ii) located, organized or resident in a country or territory that is the subject or the target of Sanctions, Sanctions (including, without limitation, Crimea, Burma/Myanmar, Cuba, Iran, North Korea, Sudan Venezuela and Syria Syria) (each, each a “Sanctioned Country”); . and no one that to the Knowledge of the Warrantors is a Prohibited Person has been given or will be given an offer to become an employee, officer, consultant or director of any Group Company. (b) The Company represents and covenants that it will not not, directly or indirectly indirectly, use the proceeds of the offeringany Proceeds, or lend, contribute or otherwise make available such proceeds Proceeds to any subsidiarySubsidiary, joint venture partner or other OFAC Person person or entity: (i) to fund or facilitate any activities of or business with any OFAC Person that, at the time of such funding or facilitation, is the subject or the target of any Sanctions, , (ii) to fund or facilitate any activities of or any business in any Sanctioned Country or Country, or (iii) in any other manner that will result in a violation by any OFAC Person of any Sanctions. (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwisec) of Sanctions. Since the Company’s inception, the Company and its subsidiaries The Group Companies have not knowingly engaged in and are not now knowingly engaged in conducted or agreed to conduct any business, or entered into or agreed to enter into any dealings or transactions transactions, and will not conduct or agree to conduct any business, or enter into or agree to enter into any dealings or transactions, with any OFAC Prohibited Person or Sanctioned Country, or in any country or territory, that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned CountrySanctions.

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee employee, affiliate or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or of the Treasury, the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her Majesty’s Treasury, ) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanction Persons”). Neither the Company nor any of its subsidiaries nor, nor is to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is located, organized or resident in a country or territory that is is, or whose government is, the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria Sanctions (each, a “Sanctioned Country”); , currently the Crimea region of Ukraine, Cuba, Iran, North Korea and the Syria. The Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund for the purpose of funding or facilitate any facilitating the activities of or business with any OFAC Person person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s inceptionExcept as is otherwise authorized or permitted by applicable law or regulation, neither the Company and nor any of its subsidiaries have not knowingly engaged in and are not now has knowingly engaged in any dealings or transactions (x) with any OFAC Person person that at the time of the dealing or transaction is or was the subject of Sanctions, or the target of Sanctions (y) with or with in any Sanctioned Country, in each case, in the preceding five years.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries subsidiaries, nor, to the knowledge of the Company, any directorof their respective directors, officerofficers, or employees, nor, to the knowledge of the Company, any agent, employee affiliate or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or the target of any sanctions administered or enforced by the U.S. government Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Syria and Syria the Crimea region of Ukraine (each, a “Sanctioned Country”); and the . (B) The Company will not not, directly or indirectly indirectly, use the proceeds of the offeringNet Proceeds, or lend, contribute or otherwise make available such proceeds Net Proceeds to any subsidiary, joint venture partner or other OFAC Person Person: (i) to fund or facilitate any activities of or business with any OFAC Person that, at the time of such funding or facilitation, is the subject or the target of any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation of Sanctions by any OFAC Person (including any OFAC Person participating in the transactionXxxxx). (C) Since their respective inceptions, whether as underwriter, advisor, investor or otherwise) none of Sanctions. Since the Company’s inception, the Company and or its subsidiaries have not has knowingly engaged in and are in, is not now knowingly engaged in in, and will not engage in, any dealings or transactions with any OFAC Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its Subsidiaries, nor any director or officer of the Company or any of its subsidiaries nor, to the best knowledge of the Company, any director, officer, agent, employee employee, affiliate or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is or undertakes any business with an individual or entity (an “OFAC Person”), ) or is owned or controlled by an OFAC Person, (i) that is currently the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or ), the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her His Majesty’s 's Treasury, the Swiss State Secretariat for Economic Affairs or the Swiss Directorate of International Law, the Monetary Authority of Singapore, the Hong Kong Monetary Authority, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries and (ii) located, organized or resident in a country country, region or territory that is is, or whose government is, the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company and its Subsidiaries and their respective directors, officers, employees, agents, Affiliates or representatives will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (iiii) to fund or facilitate any activities of or business with any OFAC Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (iiiv) to fund or facilitate any activities or business in any Sanctioned Country or (iiiv) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s their respective inception, the Company and its subsidiaries Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person that at the time of the dealing or transaction is or was was, or whose government is or was, the subject or the target of Sanctions or with any Sanctioned Country, except for such that would not individually or in the aggregate result in a Material Adverse Change.

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimeathe Crimea Region, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Sudan Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (i) to fund or facilitate any activities of or business with any OFAC Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s inception, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. (i) Neither the Company nor any of its subsidiaries or Affiliated Entities, nor any director or officer thereof, nor, to the knowledge of the Company, any director, officeremployee, agent, employee affiliate or Affiliate representative of the Company or any of its subsidiaries or Affiliated Entities, is or undertakes any business with an individual or entity (an “OFAC Person”)) that is, or is owned or controlled by an OFAC Person, a Person that is currently is: (A) the subject or the target of any sanctions administered or enforced by the U.S. government Government (including, including without limitation, the Department of Treasury’s Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or ), the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European UnionUnion (“EU”), Her Majesty’s TreasuryTreasury (“HMT”), the Swiss State Secretariat for Economic Affairs (“SECO”) or the Swiss Directorate of International Law, the Monetary Authority of Singapore (“MAS”), the Hong Kong Monetary Authority (“HKMA”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries nor (B) located, organized or resident in a country country, region or territory that is is, or whose government is, the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Korea and Syria (each, a “Sanctioned Country”); . (ii) The Company and the Company its subsidiaries and Affiliated Entities will not not, directly or indirectly knowingly indirectly, use the proceeds of the offeringoffering of securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person Person: (iA) to fund or facilitate any activities or business of or business with any OFAC Person that, at the time of such funding or facilitation, is is, or whose government is, the subject or the target of Sanctions, ; (iiB) to fund or facilitate any activities of or business in any Sanctioned Country or Country; or (iiiC) in any other manner that will result in a violation of Sanctions by any OFAC Person (including any OFAC Person participating in the transactionoffering, whether as underwriter, advisor, investor or otherwise). (iii) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries and Affiliated Entities have not knowingly engaged in and in, are not now knowingly engaged in in, and will not engage in, any dealings or transactions with any OFAC Person that at the time of the dealing or transaction is or was was, or whose government was, the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor any director, officer of the Company, nor, to the knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or any of its subsidiaries is an individual or entity (an “"OFAC Person”"), or is owned or controlled by an OFAC Person, that is currently the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department (“"OFAC”") or the U.S. Department of State and including, without limitation, the designation as a “"specially designated national” " or “"blocked person”"), the United Nations Security Council, the European Union, Her His Majesty’s 's Treasury, or other relevant sanctions authority (collectively, “"Sanctions”"), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “"Sanctioned Country”"); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (i) to fund or facilitate any activities of or business with any OFAC Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s 's inception, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or any of its subsidiaries subsidiary is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries subsidiary located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (i) to fund or facilitate any activities of or business with any OFAC Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s inception, the Company and its subsidiaries subsidiary have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, nor, to the knowledge of the CompanyCompany and its subsidiaries, any director, officer, employee, agent, employee affiliate or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of SanctionsSanctions (each such country or territory, including, without limitation, Crimeaa “Sanctioned Country,” (at the time of this Agreement, Cuba, Iran, North Korea, Sudan Syria and Syria (each, a “Sanctioned Country”the Crimea region of Ukraine)); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in in, and the Company and its subsidiaries are not now knowingly engaged in in, any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. (i) Neither the Company nor any of its subsidiaries Subsidiaries, nor any director, officer thereof, nor, to the knowledge of the Company, any director, officeremployee, agent, employee affiliate or Affiliate representative of the Company or any of its subsidiaries Subsidiaries, is or undertakes any business with an individual or entity (an “OFAC Person”)) that is, or is owned or controlled by an OFAC Person, one or more Persons that is currently are: (A) subject to or the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or ), the U.S. Department of State and includingthe U.S. Department of Commerce), without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European UnionUnion (“EU”) or any EU member state, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company including without limitation individuals or any of its subsidiaries entities named on OFAC’s Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, or (B) located, organized or resident in a country or territory that is the is, or whose government is, subject to or the target of Sanctions, Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria Syria) (each, a “Sanctioned Country”); . (ii) The Company and the Company its Subsidiaries will not not, directly or indirectly indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person Person: (iA) to fund or facilitate any dealings, activities of or business in, with or relating to any OFAC country, territory or Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, ; or (ii) to fund or facilitate any activities or business in any Sanctioned Country or (iiiB) in any other manner that will result in a violation of Sanctions by any OFAC Person (including any OFAC Person participating in the transactionoffering, whether as underwriter, advisor, investor or otherwise). (iii) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries Subsidiaries, including any respective director, officer or employee thereof, and, to the knowledge of the Company, any agent, affiliate or representative of the Company or any of its Subsidiaries, have not knowingly engaged in and in, are not now knowingly engaged in in, and will not engage in, any dealings or transactions with or relating to any OFAC Person that at the time of the dealing or transaction transaction, is or was the subject to or the target of Sanctions or with with, in, or relating to any Sanctioned Country. (iv) No investigation, inquiry, action or suit or proceeding by or before any Governmental Entity, involving any actual or alleged violations of any Sanctions by the Company and its Subsidiaries, is pending, or to the knowledge of the Company, threatened;

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, nor, to the knowledge of the Company, after due inquiry, any director, affiliate, officer, agent, agent or employee of the Company or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”)is, or is owned or controlled by an OFAC Personone or more persons that are, that is (i) currently the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries (ii) located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned a“Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Placement Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, nor, to the knowledge of the Company, any director, officer, employee, agent, employee or Affiliate affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or the target of any sanctions administered or enforced by the U.S. government Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast 5 years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, directors, officers, employees or affiliates, nor, to the knowledge of the Company, any director, officer, agent, employee agent or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or the target of any sanctions administered or enforced by the U.S. government Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company Company, or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, CrimeaCuba, CubaBurma (Myanmar), Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Placement Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriterinitial purchaser, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five (5) years, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in in, and will not engage in, any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither None of the Company nor Company, any of its subsidiaries noror, to the knowledge of the Company, any director, officer, agent, employee employee, affiliate or Affiliate other person acting on behalf of the Company or any of its subsidiaries is (A) an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is ) currently the subject or target of any sanctions administered or enforced by the U.S. government (United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or the U.S. Department of State and (including, without limitation, the designation as a “specially designated designed national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company ) or any of its subsidiaries (B) located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, each a “Sanctioned Country”); and the . The Company will not not, directly or indirectly indirectly, use the proceeds of the offeringsale of the Notes, or lend, contribute or otherwise make available such proceeds to any subsidiarysubsidiaries, joint venture partner partners or other OFAC Person Person, (i) to unlawfully fund or facilitate any activities of or business with any OFAC Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to unlawfully fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in in, and will not engage in, any unlawful dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries norsubsidiaries, or, to the knowledge of the Company, any director, officer, any agent, affiliate, employee or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither None of the Company nor Company, any of its subsidiaries norsubsidiaries, directors or officers or, to the knowledge of the Company, any director, officer, agent, employee or Affiliate affiliate of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds from the sale of the offeringShares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person person, or in any country or territory that, at the time of such funding or facilitation, is the subject or the target of any Sanctions, (ii) to fund or facilitate finance any activities of or business in any Sanctioned Country Country, or (iii) in any other manner that will result in a violation by any OFAC Person person (including any OFAC Person person participating in the transaction, whether as agent, underwriter, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, nor, to the knowledge of the CompanyCompany and its subsidiaries, any director, officer, employee, agent, employee affiliate or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her His Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of SanctionsSanctions (each such country or territory, including, without limitation, Crimeaa “Sanctioned Country,” (at the time of this Agreement, Cuba, Iran, Syria, North Korea, Sudan Crimea and Syria (eachthe non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, a “Sanctioned Country”Donetsk, or Luhansk Regions of Ukraine)); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in in, and the Company and its subsidiaries are not now knowingly engaged in in, any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, directors or officers, nor, to the knowledge of the Company, any director, officeremployee, agent, employee affiliate or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), and, to the extent applicable, any Sanctions administered or enforced by the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of SanctionsSanctions to the extent prohibited by applicable law, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country to the extent such activity is prohibited under applicable Sanctions or (iii) in any other manner that will result in a violation by any OFAC Person (party to this Agreement, including any OFAC Person participating in the transactionUnderwriters listed on Schedule 1, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, except (x) as otherwise described in the Registration Statement, the Time of Sale Information and the Prospectus and (y) as disclosed by the Company in writing to the Underwriters on the date hereof, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in and will not engage in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned CountryCountry to the extent such action is prohibited under applicable Sanctions.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any director, officer, agent, employee or Affiliate affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or the target of any sanctions administered or enforced by the U.S. government Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Company, any of its subsidiaries located, organized or resident in a country country, region or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast 5 years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned CountryCountry in violation of any applicable Sanctions.

Compliance with OFAC. a. Neither the Company nor any of its subsidiaries subsidiaries, nor, to the knowledge of the Company, any directorof their respective directors, officerofficers, agentemployees, employee agents, affiliates or Affiliate other persons associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or the target of any sanctions administered or enforced by the U.S. government Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria Sanctions (each, a “Sanctioned Country”); and the . b. The Company will not not, directly or indirectly indirectly, use the proceeds from the sale of the offeringSecurities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person: (i) to fund or facilitate any activities of or business with any OFAC Person person that, at the time of such funding or facilitation, is the subject or the target of any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation of Sanctions by any OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, advisorthe placement agent, investor or otherwise) ). c. Since their respective inceptions, none of Sanctions. Since the Company’s inception, the Company and or its subsidiaries have not has knowingly engaged in and are in, is not now knowingly engaged in in, and will not engage in, any dealings or transactions with any OFAC Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries subsidiaries, nor, to the knowledge of the Company, any directorof their respective directors, officerofficers, or employees, nor, to the knowledge of the Company, any agent, employee affiliate or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or the target of any sanctions administered or enforced by the U.S. government Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Syria, Sudan and Syria the Crimea region of Ukraine (each, a “Sanctioned Country”); and the . (B) The Company will not not, directly or indirectly indirectly, use the proceeds of the offeringNet Proceeds, or lend, contribute or otherwise make available such proceeds Net Proceeds to any subsidiary, joint venture partner or other OFAC Person Person: (i) to fund or facilitate any activities of or business with any OFAC Person that, at the time of such funding or facilitation, is the subject or the target of any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation of Sanctions by any OFAC Person (including any OFAC Person participating in the transactionXxxxx). (C) Since their respective inceptions, whether as underwriter, advisor, investor or otherwise) none of Sanctions. Since the Company’s inception, the Company and or its subsidiaries have not has knowingly engaged in and are in, is not now knowingly engaged in in, and will not engage in, any dealings or transactions with any OFAC Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. (a) Neither the Company nor any of its subsidiaries subsidiaries, directors, officers or employees, nor, to the knowledge of the CompanyCompany or any of the Subsidiary Guarantors, any director, officer, agent, employee affiliate or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Company, any of its subsidiaries or any of the Subsidiary Guarantors located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, CrimeaCuba, CubaBurma (Myanmar), Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities and Guarantees hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in and will not engage in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries the Sellers, nor Dr. Xxxx Xxxxxxxx, nor, to the knowledge of the CompanySellers, any director, officer, agent, employee or Affiliate affiliate of any of the Company Sellers or any of its subsidiaries their subsidiaries, is an individual or entity (an a “Seller OFAC Person”), or is owned or controlled by an a Seller OFAC Person, that is currently the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the Canadian government, the United Nations Security Council, the European Union, Her Majesty’s 's Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company any Seller or any of its their subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimeathe Crimea Region, the so-called Donetsk People's Republic, the so-called Luhansk People's Republic, Cuba, Iran, North Korea, Sudan Russia and Syria (each, a “Sanctioned Country”); and none of the Company Sellers will not directly or indirectly use the proceeds of the offeringRepurchase Consideration, or lend, contribute or otherwise make available the proceeds from such proceeds Repurchase Consideration, to any subsidiary, joint venture partner or other Seller OFAC Person (i) to fund or facilitate any activities of or business with any Seller OFAC Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities or business in any Sanctioned Country in violation of Sanctions or (iii) in any other manner that will result in a violation by any Seller OFAC Person of Sanctions, any law relating to bribery or corruption (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) U.S. Foreign Corrupt Practices Act of Sanctions. Since the Company’s inception1977, the Company UK Bribery Act of 2010, the Corruption of Foreign Public Officials Act (Canada) and its subsidiaries have not knowingly engaged in the Patriot Act), any law relating to terrorism or money laundering (including the Patriot Act and are not now knowingly engaged in Canadian anti-money laundering legislation) or any dealings or transactions with any OFAC Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Countryother applicable laws.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any director, officer, agent, employee or Affiliate affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or the target of any sanctions administered or enforced by the U.S. government Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country country, region or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast 5 years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned CountryCountry in violation of any applicable Sanctions.

Compliance with OFAC. (a) Neither the Company nor any of its subsidiaries subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any director, officer, agent, employee affiliate or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company Company, or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Crimea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in and will not engage in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, nor, to the knowledge of the Company, any director, officer, employee, agent, employee or Affiliate affiliate or other person acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or the target of any sanctions administered or enforced by the U.S. government Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable Sanctions. Since For the Company’s inceptionpast 5 years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any prohibited dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries the Controlled Entities, nor any director, officer or employee thereof, nor, to the knowledge of the Company, any director, officer, agent, employee affiliate, representative or Affiliate any other person acting for or on behalf of the Company or any of its subsidiaries the Controlled Entities, is an individual or entity (an “OFAC Person”)) that is, or is owned 50% or more or controlled by an OFAC Person, one or more Person that is currently are: (I) subject to or the subject or target of any sanctions administered or enforced by the U.S. government (includinggovernment, without limitation, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or ), the U.S. Department of State and the U.S. Department of Commerce, including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European UnionUnion (“EU”), Her Majesty’s TreasuryTreasury (“HMT”), or other relevant applicable sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries (II) located, organized or resident in or otherwise affiliated with a country or territory that is the is, or whose government is, subject to or the target of SanctionsSanctions (as of the date hereof, including, without limitation, Crimeathe Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan and Syria Syria) (each, a “Sanctioned CountryTerritory”); . No inquiry, action, suit, proceeding or, to the knowledge of the Company, investigation, by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of the Controlled Entities, or, to the knowledge of the Company, any agent, affiliate, representative or any other person acting for or on behalf of the Company or any of the Controlled Entities, with respect to Sanctions, is pending or, to the knowledge of the Company, threatened; (B) The Company represents and covenants that the Company and the Company Controlled Entities will not not, directly or indirectly indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person Person, including the Controlled Entities: (i) to fund or facilitate any activities of or business with any OFAC Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (iiI) to fund or facilitate any activities or business of or with any Person that is subject to or the target of Sanctions, any Person that is owned 50% or more or controlled by one or more Persons that are subject to or the target of Sanctions, or in any Sanctioned Country Territory; or (iiiII) in any other manner that will result in a violation of Sanctions by any OFAC Person (including any OFAC Person participating in the transactionoffering, whether as underwriter, advisor, investor or otherwise); (C) of Sanctions. Since the Company’s inception, The Company represents and covenants that the Company and its subsidiaries the Controlled Entities, since their respective dates of incorporation, have not knowingly [knowingly] engaged in and in, are not now knowingly [knowingly] engaged in in, and will not engage in, any dealings or transactions transactions, directly or knowingly indirectly, with any OFAC Person that at the time of the dealing or transaction is or was the subject to or the target of Sanctions Sanctions, any Person that is owned 50% or with more or controlled by one or more Persons that are subject to or the target of Sanctions, or in any Sanctioned CountryTerritory; and (D) None of the issue and sale of the Offered Shares, the execution, delivery and performance of this Agreement, the consummation of any other transaction contemplated hereby, or the provision of services contemplated by this Agreement to the Company will result in a violation of any Sanctions. [Each of the Company and the Controlled Entities shall institute and maintain, and will continue to maintain, policies and procedures designed to promote and achieve compliance with Sanctions and with the representation and warranty contained herein.]

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries norSubsidiaries or Consolidated Affiliated Entities, to the knowledge of the Company, nor any director, officerofficer or employee thereof, nor, any agent, employee affiliate, representative or Affiliate person acting for or on behalf of the Company or any of its subsidiaries Subsidiaries or Consolidated Affiliated Entities, is or undertakes any business with an individual or entity (an “OFAC Person”), that is, or is owned 50 percent or more or controlled by an OFAC Person, one or more Persons that is currently are: (i) subject to or the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or ), the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”U.S. Department of Commerce), the United Nations Security CouncilCouncil (“UNSC”), the European UnionUnion (“EU”) or any EU member state, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company including without limitation individuals or any of its subsidiaries entities named on OFAC’s Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, or (ii) located, organized or resident in a country or territory that is the is, or whose government is, subject to or the target of Sanctionscomprehensive, territory-wide Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria Syria) (each, a “Sanctioned Country”); . (B) The Company and the Company its Subsidiaries and Consolidated Affiliated Entities will not not, directly or indirectly indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person Person: (i) to fund or facilitate any dealings, activities of or business in, with or relating to any OFAC country, territory or Person that, at the time of such funding or facilitation, is the (i) a Sanctioned Country or (ii) a Person subject to or the target of Sanctions, or which is owned 50 percent or more or controlled by any such Person; or (ii) to fund or facilitate any activities or business in any Sanctioned Country or (iii) in any other manner that will would result in a violation of any Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions by any OFAC Person (including any OFAC Person participating in the transactionoffering, whether as underwriter, advisor, investor or otherwise). (C) of Sanctions. Since the Company’s inception, the The Company and its subsidiaries Subsidiaries and Consolidated Affiliated Entities, including any respective director, officer or employee thereof, and, any agent, affiliate, representative, or any other person acting for or on behalf of the Company or any of its Subsidiaries or Consolidated Affiliated Entities, have not knowingly engaged in and in, are not now knowingly engaged in in, and will not engage in, any dealings or transactions with or relating to any OFAC Person that at the time of the dealing or transaction transaction, is or was the subject to or the target of Sanctions or with with, in, or relating to any Sanctioned Country. (D) No investigation, inquiry, action or suit or proceeding by or before any Governmental Entity, involving any actual or alleged violations of any Sanctions by the Company or its Subsidiaries or Consolidated Affiliated Entities, is pending, or to the knowledge of the Company, threatened.

Compliance with OFAC. Neither the Company nor any of its subsidiaries, nor any director, officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee affiliate or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is i) currently the subject or the target of any sanctions administered or enforced by the U.S. government (Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) ), or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person,” the European Union (the “EU”), His Majesty’s Treasury, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant applicable sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries (ii) located, organized organized, or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria Sanctions (each, a “Sanctioned CountryJurisdiction”); , and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Placement Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person person, or in any country or territory, that, at the time of such funding or facilitationfunding, is the subject or the target of Sanctions, Sanctions or (ii) to fund or facilitate any activities or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s inception, ; neither the Company and nor any of its subsidiaries have not knowingly is engaged in, or has, at any time in and are not now knowingly the past five years, engaged in in, any dealings or transactions with or involving any OFAC Person individual or entity that was or is, as applicable, at the time of the such dealing or transaction is or was transaction, the subject or the target of Sanctions or with any Sanctioned CountryJurisdiction; the Company and its subsidiaries have instituted, and maintain, policies and procedures designed to promote and achieve continued compliance with Sanctions.

Compliance with OFAC. (a) Neither the Company nor any of its subsidiaries Subsidiaries, nor, to the knowledge of the Company’s knowledge, any director, officer, employee, agent, employee affiliate or Affiliate representative of the Company or any of its subsidiaries Subsidiaries, is an individual or entity (an “OFAC Person”)) that is, or is owned or controlled by an OFAC Person, a Person that is currently is: (1) the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries nor (2) located, organized or resident in a country or territory that is the subject or the target of Sanctions, Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Sudan, Syria and Syria the region of Crimea (each, a “Sanctioned Country”); and the ). (b) The Company will not not, directly or indirectly indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other OFAC Person Person: (i1) to fund or facilitate any activities or business of or business with any OFAC Person or in any country or territory that, at the time of such funding or facilitation, is the subject or the target of Sanctions, ; (ii2) to fund or facilitate any activities or business in any a Sanctioned Country or Country; or (iii3) in any other manner that will result in a violation of Sanctions by any OFAC Person (including any OFAC Person participating in the transactionoffering, whether as underwriter, advisor, investor or otherwise). (c) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee employee, affiliate or Affiliate other person acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or of the Treasury, the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her Majesty’s Treasury, ) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanction Persons”). Neither the Company nor any of its subsidiaries nor, nor is to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is located, organized or resident in a country or territory that is is, or whose government is, the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria Sanctions (each, a “Sanctioned Country”); , currently the Crimea region of Ukraine, Cuba, Iran, North Korea and the Syria. The Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund for the purpose of funding or facilitate any facilitating the activities of or business with any OFAC Person person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since Except as is otherwise authorized or permitted by applicable law or regulation or disclosed to the Company’s inceptionUnderwriters, neither the Company and nor any of its subsidiaries have not knowingly engaged in and are not now has knowingly engaged in any dealings or transactions (x) with any OFAC Person person that at the time of the dealing or transaction is or was the subject of Sanctions, or the target of Sanctions (y) with or with in any Sanctioned Country, in each case, in the preceding five years.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, nor, to the knowledge of the CompanyCompany and its subsidiaries, any director, officerofficer employee, agent, employee affiliate or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria Sanctions (eacheach such country or territory, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country Country, or (iii) in any other manner that will result in a violation by any OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in in, and the Company and its subsidiaries are not now knowingly engaged in in, any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, nor, to the knowledge of the Company, after due inquiry, any director, affiliate, officer, agent, agent or employee of the Company or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”)is, or is owned or controlled by an OFAC Personone or more persons that are, that is (i) currently the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries (ii) located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Sudan, Syria and Syria Crimea (each, a “Sanctioned a“Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Placement Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. (i) Neither the Company nor any of its subsidiaries Subsidiaries or Affiliated Entities, nor any director or officer thereof, nor, to the best knowledge of the Company, any director, officeremployee, agent, employee affiliate or Affiliate representative of the Company or any of its subsidiaries Subsidiaries or Affiliated Entities, is or undertakes any business with an individual or entity (an “OFAC Person”)) that is, or is owned or controlled by an OFAC Person, a Person that is currently is: (A) the subject or the target of any sanctions administered or enforced by the U.S. government Government (including, including without limitation, the Department of Treasury’s Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or ), the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European UnionUnion (“EU”), Her Majesty’s TreasuryTreasury (“HMT”), the Swiss State Secretariat for Economic Affairs (“SECO”) or the Swiss Directorate of International Law, the Monetary Authority of Singapore (“MAS”), the Hong Kong Monetary Authority (“HKMA”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries nor (B) located, organized or resident in a country country, region or territory that is is, or whose government is, the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Korea and Syria (each, a “Sanctioned Country”); . (ii) The Company and the Company its Subsidiaries and Affiliated Entities will not not, directly or indirectly indirectly, use the proceeds of the offeringoffering of securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person Person: (iA) to fund or facilitate any activities or business of or business with any OFAC Person that, at the time of such funding or facilitation, is is, or whose government is, the subject or the target of Sanctions, ; (iiB) to fund or facilitate any activities of or business in any Sanctioned Country or Country; or (iiiC) in any other manner that will result in a violation of Sanctions by any OFAC Person (including any OFAC Person participating in the transactionoffering, whether as underwriter, advisor, investor or otherwise). (iii) Except as disclosed in each of Sanctions. Since the Company’s inceptionRegistration Statement, the Time of Sale Prospectus and the Prospectus, for the past five years, the Company and its subsidiaries Subsidiaries and Affiliated Entities have not knowingly engaged in and in, are not now knowingly engaged in in, and will not engage in, any dealings or transactions with any OFAC Person that at the time of the dealing or transaction is or was was, or whose government was, the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, nor, to the knowledge of the Company, after due inquiry, any director, affiliate, officer, agent, agent or employee of the Company or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”)is, or is owned or controlled by an OFAC Personone or more persons that are, that is (i) currently the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries (ii) located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Sudan, Syria and Syria Crimea (each, a “Sanctioned a”Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Placement Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any director, officer, agent, employee or Affiliate affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or the target of any sanctions administered or enforced by the U.S. government Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Syria, and Syria the Crimea Region of the Ukraine (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Placement Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. (a) Neither the Company nor any of its subsidiaries Subsidiaries, nor, to the knowledge of the Company’s knowledge, any director, officer, employee, agent, employee affiliate or Affiliate representative of the Company or any of its subsidiaries Subsidiaries, is an individual or entity (an “OFAC Person”)) that is, or is owned or controlled by an OFAC Person, a Person that is currently is: (1) the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries nor (2) located, organized or resident in a country or territory that is the subject or the target of Sanctions, Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Syria and Syria the region of Crimea (each, a “Sanctioned Country”); and the ). (b) The Company will not not, directly or indirectly indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other OFAC Person Person: (i1) to fund or facilitate any activities or business of or business with any OFAC Person or in any country or territory that, at the time of such funding or facilitation, is the subject or the target of Sanctions, ; (ii2) to fund or facilitate any activities or business in any a Sanctioned Country or Country; or (iii3) in any other manner that will result in a violation of Sanctions by any OFAC Person (including any OFAC Person participating in the transactionoffering, whether as underwriter, advisor, investor or otherwise). (c) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee employee, Affiliate or Affiliate representative of the Company or any of its subsidiaries Subsidiaries, is or undertakes any business with an individual or entity (an “OFAC Person”), ) or is owned or controlled by an OFAC Person, (i) that is currently the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or ), the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Swiss State Secretariat for Economic Affairs or the Swiss Directorate of International Law, the Monetary Authority of Singapore, the Hong Kong Monetary Authority, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries and (ii) located, organized or resident in a country country, region or territory that is is, or whose government is, the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company and its Subsidiaries and their respective directors and officers, employees, agents, Affiliates or Representative will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (iiii) to fund or facilitate any activities of or business with any OFAC Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (iiiv) to fund or facilitate any activities or business in any Sanctioned Country or (iiiv) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s their respective inception, the Company and its subsidiaries Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person that at the time of the dealing or transaction is or was was, or whose government is or was, the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or any of its subsidiaries is an individual or entity (an a “Company OFAC Person”), or is owned or controlled by an a Company OFAC Person, that is currently the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Russia and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Company OFAC Person (i) to fund or facilitate any activities of or business with any Company OFAC Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities or business in any Sanctioned Country in violation of Sanctions or (iii) in any other manner that will result in a violation by any Company OFAC Person (including any Company OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s inception, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any Company OFAC Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned CountryCountry in violation of Sanctions.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, directors or officers, nor, to the knowledge of the Company, any director, officeremployee, agent, employee affiliate or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), and, to the extent applicable, any Sanctions administered or enforced by the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of SanctionsSanctions to the extent prohibited by applicable law, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country to the extent such activity is prohibited under applicable Sanctions or (iii) in any other manner that will result in a violation by any OFAC Person (party to this Agreement, including any OFAC Person participating in the transactionUnderwriters listed on Schedule 1, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, except (x) as otherwise described in the Registration Statement, the Time of Sale Information and the Prospectus and (y) as disclosed by the Company in writing to the Representatives on the date hereof, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in and will not engage in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned CountryCountry to the extent such action is prohibited under applicable Sanctions.

Compliance with OFAC. (i) Neither the Company nor any of its subsidiaries Subsidiaries and Consolidated Affiliated Entities, nor any director or officer thereof, nor, to the knowledge of the Company, any director, officeremployee, agent, employee affiliate or Affiliate representative of the Company or any of its subsidiaries Subsidiaries and Consolidated Affiliated Entities, is an individual or entity (an “OFAC Person”)) that is, or is owned 50 percent or more or controlled by an OFAC Person, one or more Persons that is currently the are: (A) The subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, including the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or and the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”State), the United Nations Security CouncilCouncil (“UNSC”), the European UnionUnion (“EU”) or any EU member state, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company including without limitation individuals or any of its subsidiaries entities named on OFAC’s Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, or (B) located, organized or resident in a country or territory that is the subject or the target of Sanctions, Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria Syria) (each, a “Sanctioned Country”); . (ii) The Company and the Company its Subsidiaries and Consolidated Affiliated Entities will not not, directly or indirectly indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person Person: (iA) to fund or facilitate any dealings, activities of or business in, with or relating to any OFAC country, territory or Person that, at the time of such funding or facilitation, is (i) a Sanctioned Country or (ii) a Person that is the subject or the target of Sanctions, or which is owned 50 percent or more or controlled by any such Person; or (ii) to fund or facilitate any activities or business in any Sanctioned Country or (iiiB) in any other manner that will would result in a violation of Sanctions by any OFAC Person (including any OFAC Person participating in the transactionoffering, whether as underwriter, advisor, investor or otherwise). (iii) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries Subsidiaries and Consolidated Affiliated Entities, including any respective director, officer or employee thereof, and, to the knowledge of the Company, any agent, affiliate or representative of the Company or any of its Subsidiaries and Consolidated Affiliated Entities, have not knowingly engaged in and in, are not now knowingly engaged in engaged, and will not engage in, any dealings or transactions with or relating to any OFAC Person that at the time of the dealing or transaction transaction, is or was the subject or the target of Sanctions or with with, in, or relating to any Sanctioned Country. (iv) No investigation, inquiry, action or suit or proceeding by or before any Governmental Entity, involving any actual or alleged violations of any Sanctions by the Company and its Subsidiaries and Consolidated Affiliated Entities, is pending, or to the knowledge of the Company, threatened;

Compliance with OFAC. Neither None of the Company Transaction Entities, nor any of its subsidiaries northeir respective subsidiaries, any trustee, director, officer or, to the knowledge of the CompanyTransaction Entities, any director, officer, agent, employee affiliate or Affiliate representative of the Company Transaction Entities or any of its their respective subsidiaries is an individual or entity (an “OFAC Person”)entity, or is owned or controlled by an OFAC Personindividual or entity, that is currently the subject or the target of any sanctions administered or enforced by the U.S. government (Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, or Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); Sanctions; and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person individual or entity (i) to fund or facilitate any activities of or business with any OFAC Person individual or entity, or in any country or territory, that, at the time of such funding or facilitationfunding, is the subject or the target of Sanctions, Sanctions or (ii) to fund or facilitate any activities or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person individual or entity (including any OFAC Person individual or entity participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s Sanctions; since inception, the Company Transaction Entities and its their respective subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person prohibited by Sanctions, that at the time of the dealing or transaction was known to the Transaction Entities to be prohibited by such Sanctions; and the Transaction Entities and their respective subsidiaries will not engage in any transactions prohibited by Sanctions, that at the time of the transaction is or was known to the subject or the target of Sanctions or with any Sanctioned CountryTransaction Entities to be prohibited by such Sanctions.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, directors or officers, nor, to the knowledge of the Company, any director, officeremployee, agent, employee affiliate or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), and, to the extent applicable, any Sanctions administered or enforced by the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of SanctionsSanctions to the extent prohibited by applicable law, including, without limitation, Crimeathe so-called Donetsk People’s Republic or so-called Luhansk People’s Republic, the Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country to the extent such activity is prohibited under applicable Sanctions or (iii) in any other manner that will result in a violation by any OFAC Person (party to this Agreement, including any OFAC Person participating in the transactionUnderwriters listed on Schedule 1, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, except (x) as otherwise described in the Registration Statement, the Time of Sale Information and the Prospectus and (y) as disclosed by the Company in writing to the Underwriters on the date hereof, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in and will not engage in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned CountryCountry to the extent such action is prohibited under applicable Sanctions. It is acknowledged and agreed that the representation in this clause (ff) of this Agreement is only sought and given to the extent that to do so would be permissible pursuant to Regulation (EC) 2271/96.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, directors, officers, or employees, nor, to the knowledge of the Company, any director, officer, agent, employee affiliate or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s inception, the The Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, employee, agent, employee or Affiliate affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or the target of any sanctions administered or enforced by the U.S. government Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not knowingly, directly or indirectly indirectly, use the proceeds of the offeringoffering of the Securities hereunder, or knowingly lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast 5 years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, nor, to the knowledge of the Company, after due inquiry, any director, affiliate, officer, agent, agent or employee of the Company or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”)is, or is owned or controlled by an OFAC Personone or more persons that are, that is (i) currently the subject or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries (ii) located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Sudan, Syria and Syria Crimea (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Placement Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries subsidiaries, nor, to the knowledge of the Company, any directorof their respective directors, officerofficers, or employees, nor, to the knowledge of the Company, any agent, employee affiliate or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or the target of any sanctions administered or enforced by the U.S. government Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Syria, Sudan and Syria the Crimea region of Ukraine (each, a “Sanctioned Country”); and the . (B) The Company will not not, directly or indirectly indirectly, use the proceeds of the offeringNet Proceeds, or lend, contribute or otherwise make available such proceeds Net Proceeds to any subsidiary, joint venture partner or other OFAC Person Person: (i) to fund or facilitate any activities of or business with any OFAC Person that, at the time of such funding or facilitation, is the subject or the target of any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation of Sanctions by any OFAC Person (including any OFAC Person participating in the transactionCowen). (C) Since their respective inceptions, whether as underwriter, advisor, investor or otherwise) none of Sanctions. Since the Company’s inception, the Company and or its subsidiaries have not has knowingly engaged in and are in, is not now knowingly engaged in in, and will not engage in, any dealings or transactions with any OFAC Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, directors, officers or employees, nor, to the knowledge of the CompanyCompany or any of its subsidiaries, any director, officer, agent, employee affiliate or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, the Hong Kong Monetary Authority, the Monetary Authority of Singapore or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Syria and Syria Crimea (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, or knowingly contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person person (including any OFAC Person person participating in the transaction, whether as agent, underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in in, and are not now knowingly engaged in and will not knowingly engage in, any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. Any certificate signed by any officer or other authorized signatory of the Company and delivered to the Agent or to counsel for the Agent shall be deemed a representation and warranty by the Company to the Agent as to the matters covered thereby.

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor any director, officer of the Company, nor, to the knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (i) to fund or facilitate any activities of or business with any OFAC Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s inception, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither None of the Company nor Company, any of its subsidiaries noror, to the knowledge of the CompanyCompany and the Guarantors, any no director, officer, agent, employee or Affiliate affiliate of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and includingState), without limitationand, to the designation as a “specially designated national” or “blocked person”)extent applicable, the United Nations Security Council, the European Union, Union or Her Majesty’s Treasury, Treasury or other relevant applicable sanctions authority authorities (collectively, “Sanctions”), nor is the Company or any of its subsidiaries subsidiaries, or to the knowledge of the Company and the Guarantors, any director, officer, employee, agent or affiliate of the Company or its subsidiaries, located, organized or resident in a country or territory that is or whose government is the subject or the target of Sanctions, including, without limitation, including Crimea, Cuba, Iran, North Korea, Sudan Korea and Syria (each, a “Sanctioned Country”); and the . The Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarysubsidiary (as defined in Section 14 hereof), joint venture partner or other OFAC Person person or entity for the purpose of financing or facilitating the activities (i) to fund or facilitate of any activities of or business with any OFAC Person that, at the time of such funding or facilitation, person that is the subject or the target of Sanctions, (ii) to fund or facilitate of any activities or business in any Sanctioned Country or (iii) in any country or territory that is, or whose government is, at the time of such funding, the subject of Sanctions, or in any other manner that will would result in a violation of Sanctions by any OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise). For the past five (5) of Sanctions. Since the Company’s inceptionyears, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither None of the Company Transaction Entities, nor any of its subsidiaries northeir respective subsidiaries, any trustee, director, officer or, to the knowledge of the CompanyTransaction Entities, any director, officer, agent, employee Affiliate or Affiliate representative of the Company Transaction Entities or any of its their respective subsidiaries is an individual or entity (an “OFAC Person”)entity, or is owned or controlled by an OFAC Personindividual or entity, that is currently the subject or the target of any sanctions administered or enforced by the U.S. government (Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her or His Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); Sanctions; and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person individual or entity (i) to fund or facilitate any activities of or business with any OFAC Person individual or entity, or in any country or territory, that, at the time of such funding or facilitationfunding, is the subject or the target of Sanctions, Sanctions or (ii) to fund or facilitate any activities or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person individual or entity (including any OFAC Person individual or entity participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s Sanctions; since inception, the Company Transaction Entities and its their respective subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person prohibited by Sanctions, that at the time of the dealing or transaction was known to the Transaction Entities to be prohibited by such Sanctions; and the Transaction Entities and their respective subsidiaries will not engage in any transactions prohibited by Sanctions, that at the time of the transaction is or was known to the subject or the target of Sanctions or with any Sanctioned CountryTransaction Entities to be prohibited by such Sanctions.

Compliance with OFAC. Neither None of the Company nor Company, MPT or any of its their respective subsidiaries noror, to the knowledge of each of the CompanyIssuers or MPT, any director, officer, agent, employee employee, affiliate or Affiliate representative of the Company Company, MPT or any of its their respective subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is ) currently the subject or target of any sanctions administered or enforced by the U.S. government (United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company Company, MPT or their respective subsidiaries owned 50% or more by or otherwise controlled by, or acting on behalf of one or more Persons captured above, nor is the Company, MPT or any of its their respective subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria Sanctions (each, a “Sanctioned Country”); and the Company and MPT will not not, directly or indirectly indirectly, use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (i) to fund or facilitate entity, for the purpose of financing or facilitating any activities of or business with any OFAC Person Person, or in any country or territory, that, at the time of such funding financing or facilitation, is the subject of Sanctions or the target of Sanctions, (ii) to fund or facilitate any activities or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the past three years, none of the Company’s inception, the Company and its MPT or their respective subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.