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 (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither the Company nor any of its subsidiaries has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a 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 subsidiaries: (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” ”, and such persons, “Sanctioned Persons” ”, and each such person, a “Sanctioned Person”);, (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” ”, and each, a “Sanctioned Country”) ); or (iii) will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither the Company nor any of its subsidiaries has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 three years, nor does the Company or any of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a 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 (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one an individual or more individuals or entities entity that are is currently the subject of to any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the TreasuryTreasury Department, the U.S. Department of State State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union United Kingdom (including sanctions administered or enforced by Her Majesty’s Treasury of the United KingdomTreasury) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), ; (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) ); or (iii) will, directly or indirectly, use the proceeds of this offeringOffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could would result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the offeringoffering and sale of the Stock, whether as underwriter, advisor, investor or otherwise). Neither Except as is not material to the analysis under any Sanctions, the Company nor any of its subsidiaries has not engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 three years, nor does the Company or any of its subsidiaries have any plans to engage in increase its dealings or transactions with or for the benefit of a Sanctioned PersonPersons, or with or in a Sanctioned CountryCountries.

Compliance with OFAC. Neither (i) None of the Company nor or any of its subsidiaries nor, to the knowledge of the Companysubsidiaries, any director, officer, agent, employee director or affiliate executive officer of the Company or any of its subsidiaries (i) or any affiliate under the control of the Company or any of its subsidiaries or, to the Company’s knowledge, any agent, employee, any affiliate not under control of the Company or any of its subsidiaries or other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity that is, or is owned or controlled by an individual or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities entity that are currently is: (A) the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom“OFAC”) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), nor (iiB) is located, organized or resident in a country or territory that is, or whose government is, is the subject of Sanctions that broadly prohibit dealings with that country or territory (collectivelyincluding, “Sanctioned Countries” without limitation, Cuba, Iran, North Korea, Sudan and each, a “Sanctioned Country”Syria). (ii) or (iii) willThe Company will not, directly or indirectly, use the proceeds of this offeringthe offering of the Offered Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity: (A) to fund or facilitate any activities or business of or with any individual or entity or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that would will result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, by any individual or entity (including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither . (iii) For the past five (5) years, the Company nor any of and its subsidiaries has have not knowingly engaged in in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any individual or for the benefit of a Sanctioned Personentity, or with in any country or in a Sanctioned Countryterritory, in that at the preceding 3 years, nor does time of the Company dealing or any transaction is or was the subject of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned CountrySanctions.

Compliance with OFAC. (i) Neither the Company nor any of its subsidiaries northe Subsidiaries, nor any of their respective directors or officers, or to the Company’s knowledge of after reasonable inquiry, employees, agents, affiliates or representatives, other than the Company, any director, officer, agent, employee Placement Agent in its capacity as such: (A) is an individual or affiliate of the Company or any of its subsidiaries (i) isentity, or is owned or controlled by an individual or 50% or more owned in the aggregate by or entity that is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce)Control, the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of other applicable Governmental Authority in Germany, the United Kingdom) States or other relevant sanctions authority elsewhere (collectivelysuch sanctions, “Sanctions;” and such personssanctions targets, “Sanctioned Persons” and each such person, a “Sanctioned Person”), ; (iiB) is located, resident, operating, or organized or resident in a country or territory region that isis the target of comprehensive, country-wide or whose government is, the subject of territory-wide Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”, including, as of the date of this agreement, Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine); (C) engaged in any dealings, directly or indirectly, with or for the benefit of any Sanctioned Persons or Sanctioned Countries; or (iiiD) willhas violated any Sanctions; ​ ​ ​ (ii) the Company will not, directly or indirectly, use the proceeds of this the offering, or lend, contribute or otherwise make available such proceeds proceeds, directly or indirectly: (A) to or for the benefit of any Sanctioned Person; (B) to or for the benefit of any Sanctioned Country; (C) to or for the benefit of any subsidiary, joint venture partner or other individual or entity for the purpose of financing activities in any manner that would result in a violation of any Sanctions by, Sanctioned Country or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither the Company nor any of its subsidiaries has engaged in any dealings or transactions with or for the benefit of any Sanctioned Person; or (D) in any manner that violates Sanctions, that would cause any person (including the Placement Agent) to violate Sanctions, or that reasonably could result in the designation of any person, including the Placement Agent, as a Sanctioned Person; (iii) the Company and the Subsidiaries maintain and enforce policies and procedures reasonably designed to achieve compliance with Sanctions; and (iv) no action, suit, claim, investigation, proceeding, or other inquiry by or before any Governmental Authority involving the Company with or respect to Sanctions is pending, or, to the knowledge of Company, threatened. The foregoing shall only apply to the extent that such representations, warranties and undertakings do not result in a Sanctioned Countryviolation of, in or conflict with, Section 7 of the preceding 3 yearsGerman Foreign Trade Ordinance (Außenwirtschaftsverordnung), nor does the Company Regulation (EC) No 2271/96 or any of its subsidiaries have any plans to engage in dealings similar applicable anti-boycott law or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Countryregulation.

Compliance with OFAC. Neither (A) The Company represents that neither the Company nor any of its subsidiaries nor(collectively, the “Entity”) or, to the knowledge of the CompanyEntity, any director, officer, employee, agent, employee affiliate or affiliate representative of the Company Entity, is an individual or any of its subsidiaries entity (i“Person”) that is, or is owned or controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities a Person that are currently is: (1) the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce(“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, a member state of the European Union (including sanctions administered or enforced by “EU”), Her Majesty’s Treasury of the United Kingdom) (“HMT”), or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), nor (ii2) is located, organized or resident in a country or territory that is, or whose government is, is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria). (B) The Company represents and covenants that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) willit will not, directly or indirectly, use the proceeds of this the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual Person: (1) to fund or entity facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (2) in any other manner that would will result in a violation of Sanctions by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither . (C) The Entity represents and covenants that for the Company nor any of its subsidiaries past 5 years, it has not knowingly engaged in in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with or for the benefit of a Sanctioned any Person, or with in any country or in a Sanctioned Countryterritory, in that at the preceding 3 years, nor does time of the dealing or transaction is or was the subject of Sanctions. Any certificate signed by an officer of the Company or any of its subsidiaries have any plans Guarantor and delivered to engage in dealings the Initial Purchasers or transactions with or to counsel for the benefit of Initial Purchasers shall be deemed to be a Sanctioned Person, representation and warranty by the Company or with or in a Sanctioned Countrysuch Guarantor to each Initial Purchaser as to the matters set forth therein.

Compliance with OFAC. Neither the Company nor any of its subsidiaries Subsidiaries nor, to the knowledge of the Company, ’s knowledge. 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) is, or that is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject or target of any sanctions administered or enforced by the United States U.S. government (including any administered or enforced by including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury(“OFAC”), the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or the Bureau of Industry and Security of the U.S. Department of Commerce“blocked person”), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury 's Treasury, the Swiss State Secretariat for Economic Affairs or the Swiss Directorate of International Law, the United Kingdom) Monetary Authority of Singapore, the Hong Kong Monetary Authority, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), and (ii) is located, organized or resident in a country country, region or territory that is, or whose government is, the subject or the target of Sanctions that broadly prohibit dealings with that country or territory Sanctions, including, without limitation, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Sudan and Syria (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) ); and the Company and its Subsidiaries and their respective directors and officers, employees, agents, Affiliates or (iii) will, representatives will not directly or indirectly, indirectly use the proceeds of this the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual OFAC Person (i) to fund or entity 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 would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity OFAC Person (including any individual or entity OFAC Person participating in the offeringtransaction, whether as underwriter, advisor, investor or otherwise)) of Sanctions. Neither Since their respective inception, the Company nor any of and its subsidiaries has Subsidiaries have not engaged in and are not now engaged in any dealings or transactions with any OFAC Person that at the time of the dealing or for the benefit of a Sanctioned Persontransaction is or was, or with whose government is or in a Sanctioned Countrywas, in the preceding 3 years, nor does subject or the Company or any target of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, Sanctions or with or in a any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries Subsidiaries nor, to the knowledge of the Company, ’s knowledge. 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) is, or that is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject or target of any sanctions administered or enforced by the United States U.S. government (including any administered or enforced by including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury(“OFAC”), the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or the Bureau of Industry and Security of the U.S. Department of Commerce“blocked person”), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her His Majesty’s Treasury Treasury, the Swiss State Secretariat for Economic Affairs or the Swiss Directorate of International Law, the United Kingdom) Monetary Authority of Singapore, the Hong Kong Monetary Authority, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), and (ii) is located, organized or resident in a country country, region or territory that is, or whose government is, the subject or the target of Sanctions that broadly prohibit dealings with that country or territory Sanctions, including, without limitation, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Sudan and Syria (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) ); and the Company and its Subsidiaries and their respective directors and officers, employees, agents, Affiliates or (iii) will, representatives will not directly or indirectly, indirectly use the proceeds of this the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual OFAC Person (i) to fund or entity 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 would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity OFAC Person (including any individual or entity OFAC Person participating in the offeringtransaction, whether as underwriter, advisor, investor or otherwise)) of Sanctions. Neither Since their respective inception, the Company nor any of and its subsidiaries has Subsidiaries have not engaged in and are not now engaged in any dealings or transactions with any OFAC Person that at the time of the dealing or for the benefit of a Sanctioned Persontransaction is or was, or whose government is or was, the subject or the target of Sanctions or with or in a any Sanctioned Country, except for such that would not individually or in the preceding 3 years, nor does the Company or any of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or aggregate result in a Sanctioned CountryMaterial Adverse Change.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries norsubsidiaries, to the knowledge of the Company, nor any director, officerofficer or employee thereof, nor to the Company’s knowledge, any agent, employee affiliate, representative or affiliate of other person acting on behalf of, the Company or any of its subsidiaries subsidiaries, is an individual or entity (i“Person”) that is, or is controlled or 50% or more owned in the aggregate or otherwise controlled by or is acting on behalf of, one or more individuals or entities Persons that are currently are: (i) the subject of any applicable sanctions administered or enforced by the United States (including any administered or enforced by U.S. Department of the Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce(“OFAC”), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her “EU”), His Majesty’s Treasury of the United Kingdom) Treasury, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), nor (ii) is located, organized organized, or resident in a country or territory that is, or whose government is, is the subject of Sanctions that broadly prohibit dealings with that country or territory (collectivelyincluding, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, Cuba, Iran, North Korea and Syria) (“Sanctioned Countries” and each, a “Sanctioned Country”). (B) or (iii) willThe Company will not, directly or indirectly, use the proceeds of this the offering, or lend, contribute or otherwise make available such proceeds to any subsidiaryof its subsidiaries, joint venture partner partners or other individual Person: (i) to fund or entity facilitate any activities or business of or with any Person, or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is located, organized or resident in a Sanctioned Country; or (ii) in any other manner that would will result in a violation of Sanctions by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither the . (C) The Company nor any and each of its subsidiaries has subsidiaries, in the past five (5) years, have not knowingly engaged in in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with or for the benefit of a Sanctioned any Person, or with in any country or in a Sanctioned Countryterritory, in that at the preceding 3 yearstime of the dealing or transaction is or was the subject of Sanctions or is located, nor does the Company organized or any of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or resident in a Sanctioned Country.

Compliance with OFAC. Neither None of (x) the Company nor or any of its subsidiaries norsubsidiaries, or, (y) to the knowledge of the Company, the Acquired Company or any of its subsidiaries or any director, officer, agent, agent or employee of the Company or any of its subsidiaries or the Acquired Company or any of its subsidiaries or any affiliate of the Company or any of its subsidiaries or Acquired Company or any of its subsidiaries that is controlled, directly or indirectly, by the Company or the Acquired Company (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of to any sanctions administered or enforced promulgated by any Executive Order issued by the President of the United States (including any or administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, Treasury (“OFAC”) or by the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce)State, the United Nations Security Council, the European Union, a member state of the European Union United Kingdom (including sanctions administered or enforced by Her Majesty’s Treasury of the United KingdomTreasury) or other relevant sanctions authority (collectively, “Sanctions” and such persons”) (whether because they are specifically designated for Sanctions, “Sanctioned Persons” and each such because of a relationship of ownership, control or agency with any designated person, a “Sanctioned Person”), or otherwise) or (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject or target of Sanctions that broadly prohibit or restrict dealings with that such country or territory (collectivelyCuba, “Sanctioned Countries” Crimea, Iran, North Korea, Sudan and eachSyria, each a “Sanctioned CountryTerritory”), provided that this clause (ii) shall not apply to any such agent that is conducting business on behalf of the Company, the Acquired Company or (iii) will, any of their subsidiaries solely in compliance with Sanctions; and the Company will not directly or indirectly, indirectly use the proceeds of this offeringthe offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual person or entity (A) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (B) to fund or facilitate any activities of or business in any Sanctioned Territory or (C) in any other manner, in each case in a manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity person (including any individual or entity person participating in the offeringtransaction, whether as underwriter, advisor, investor or otherwise). Neither the Company nor any ) of its subsidiaries has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned CountrySanctions.

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 (i“Person”) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject or target of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of Government, including, without limitation, the U.S. Department of the Treasury, the U.S. Department ’s Office of State or the Bureau of Industry and Security of the U.S. Department of CommerceForeign Assets Control (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) (“HMT”), or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) nor is the Company, MPT or their respective subsidiaries located, organized or resident in a country or territory that is, or whose government is, is the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will); and the Company and MPT will not, directly or indirectly, use the proceeds of this offeringthe offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual person or entity entity, for the purpose of financing or facilitating any activities of or business with any Person, or in any country or territory, that, at the time of such financing or facilitation, is the subject of Sanctions or in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the offeringtransaction, whether as underwriter, advisor, investor or otherwise)) of Sanctions. Neither For the Company nor any past three years, none of its the Company, MPT or their respective subsidiaries has have knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or for transaction is or was the benefit subject or the target of a Sanctioned Person, Sanctions or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a 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 (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one an individual or more individuals or entities entity that are is currently the subject of to any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the TreasuryTreasury Department, the U.S. Department of State State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union United Kingdom (including sanctions administered or enforced by Her Majesty’s Treasury of the United KingdomTreasury) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither Except as has been disclosed to Xxxxx or is not material to the analysis under any Sanctions, the Company nor any of its subsidiaries has not engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does and the Company or any of its subsidiaries does not have any plans to engage in increase its dealings or transactions with or for the benefit of a Sanctioned PersonPersons, or with or in a Sanctioned CountryCountries.

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) is, or that is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject or target of any sanctions administered or enforced by the United States U.S. government (including any administered or enforced by including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury(“OFAC”), the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or the Bureau of Industry and Security of the U.S. Department of Commerce“blocked person”), the United Nations Security Council, the European Union, a member state of His Majesty's Treasury, the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) Hong Kong Monetary Authority, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), and (ii) is located, organized or resident in a country country, region or territory that is, or whose government is, the subject or the target of Sanctions that broadly prohibit dealings with that country or territory Sanctions, including, without limitation, Russia, Crimea, Cuba, Iran, North Korea, Sudan and Syria (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) ); and the Company and its Subsidiaries and their respective directors and officers, employees, agents, Affiliates or (iii) will, Representative will not directly or indirectly, indirectly use the proceeds of this the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual OFAC Person (iii) to fund or entity 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, (iv) to fund or facilitate any activities or business in any Sanctioned Country or (v) in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity OFAC Person (including any individual or entity OFAC Person participating in the offeringtransaction, whether as underwriter, advisor, investor or otherwise)) of Sanctions. Neither Since their respective inception, the Company nor any of and its subsidiaries has Subsidiaries have not engaged in and are not now engaged in any dealings or transactions with any OFAC Person that at the time of the dealing or for the benefit of a Sanctioned Persontransaction is or was, or with whose government is or in a Sanctioned Countrywas, in the preceding 3 years, nor does subject or the Company or any target of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, Sanctions or with or in a any Sanctioned Country.

Compliance with OFAC. (i) Neither the Company nor any of its subsidiaries the Controlled Entities, nor any director or officer of the Company or any of the Controlled Entities, 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 the Controlled Entities, is an individual or entity (i“Person”) that is, or is controlled or owned 50% or more owned in or controlled by a Person that is: (A) the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject target of any sanctions administered or enforced by the United States (U.S. government, including any administered or enforced by but not limited to the Department of Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury(“OFAC”), the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or the Bureau of Industry and Security of the U.S. Department of Commerce), “blocked person,” the United Nations Security CouncilCouncil (UNSC), the European Union, a member state of the European Union (including sanctions administered EU), or enforced by Her Majesty’s Treasury of the United Kingdom) (HMT), or other relevant applicable sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), nor (iiB) is located, organized or resident in a country or territory that is, or whose government is, the subject target of Sanctions (including, without limitation, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria); (ii) The Company represents and covenants that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” the Company and each, a “Sanctioned Country”) or (iii) willthe Controlled Entities will not, directly or indirectly, use the proceeds of this the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual Person, including the Controlled Entities: (A) to fund or entity facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is, or whose government is, the target of Sanctions; or (B) in any other manner that would will result in a violation of applicable Sanctions by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither ; and (iii) The Company represents and covenants that, for the past five years, the Company nor any of its subsidiaries has and the Controlled Entities have not knowingly engaged in in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with or for the benefit of a Sanctioned any Person, or with in any country or in a Sanctioned Countryterritory, in that at the preceding 3 years, nor does time of the Company dealing or any of its subsidiaries have any plans to engage in dealings transaction is or transactions with or for the benefit of a Sanctioned Personwas, or with or in a Sanctioned Countrywhose government was, the target of Sanctions.

Compliance with OFAC. Neither None of the Company nor Issuers, 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 Issuers, MPT or any of its their respective subsidiaries is an individual or entity (i“Person”) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject or target of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of Government, including, without limitation, the U.S. Department of the Treasury, the U.S. Department ’s Office of State or the Bureau of Industry and Security of the U.S. Department of CommerceForeign Assets Control (“OFAC”), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) Treasury, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is nor are the Issuers, 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 are the Issuers, MPT or any of their respective subsidiaries located, organized or resident in a country or territory that is, or whose government is, is the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will); and the Issuers and MPT will not, directly or indirectly, use the proceeds of this offeringthe offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual Person or entity entity, for the purpose of financing or facilitating any activities of or business with any Person, or in any country or territory, that, at the time of such financing or facilitation, is the subject of Sanctions or in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the offeringtransaction, whether as underwriter, advisor, investor or otherwise)) of Sanctions. Neither For the Company nor any past three years, none of its the Issuers, MPT or their respective subsidiaries has have knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or for transaction is or was the benefit subject or the target of a Sanctioned Person, Sanctions or with or in a any Sanctioned Country, . Each Underwriter established in the preceding 3 years, nor does United Kingdom or a Member State of the Company European Economic Area agrees that this Section 3(kk) is not being sought by such Underwriter except to the extent that doing so would be permissible pursuant to European Union Council Regulation (EC) 2271/96 or any of its subsidiaries have any plans to engage similar blocking or anti-boycott law in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned CountryUnited Kingdom.

Compliance with OFAC. Neither None of Parent, the Company nor or any of its subsidiaries norSignificant Subsidiaries or, to the knowledge of the CompanyParent, any director, officer, agent, employee or affiliate of Parent, the Company or any of its subsidiaries (i) is, or the Significant Subsidiaries is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject target of any U.S. sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the TreasuryTreasury (“OFAC”), the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce)State, the United Nations Security CouncilCouncil (“UNSC”), the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority Kingdom (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) nor is the Parent, Company or any of its Significant Subsidiaries located, organized or resident in a country or territory that is, or whose government is, is currently the subject of comprehensive Sanctions that broadly prohibit dealings (currently, Crimea, the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and any other Covered Region of Ukraine as may be identified by the Secretary of the Treasury, in consultation with that country or territory (collectivelythe Secretary of State, “Sanctioned Countries” pursuant to Executive Order 14065, Cuba, Iran, North Korea and eachSyria). The Company and the Guarantors will not directly or, a “Sanctioned Country”) or (iii) willto the knowledge of Parent, directly or indirectly, indirectly use the proceeds of this offeringthe offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual person or entity entity, for the purpose of financing the activities of any person currently the target of Sanctions or in any other manner that would result in a violation of Sanctions by any Sanctions byperson participating in this Agreement. The representations in this Section 3(aa) shall not apply to, nor are they sought by or could made to any person if and to the extent that it is or would be unenforceable by or in respect of that person by reason of breach of (i) any provision of Council Regulation (EC) No 2271/96 of 22 November 1996, as amended (the “Blocking Regulation”) (or any law or regulation implementing such Blocking Regulation in any member state of the European Union) or (ii) to the extent that it does not result in a violation of the imposition Blocking Regulation as it forms part of Sanctions against, the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (or any individual law or entity (including any individual or entity participating regulation implementing such regulation in the offering, whether as underwriter, advisor, investor or otherwiseUnited Kingdom). Neither the Company nor any of its subsidiaries has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

Compliance with OFAC. Neither None of the Company nor Company, any of its subsidiaries norSubsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries (i) Subsidiaries is a person that is, or is owned or controlled by a person that is, currently subject or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject target of any sanctions administered or enforced by the United States U.S. government (including any administered or enforced by including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or the Bureau of Industry and Security of the U.S. Department of Commerce“blocked person”), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) 's Treasury, Governmental Entity or other regulatory authority, or other relevant sanctions authority (collectively, the “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) nor is the Company or any of its Subsidiaries located, organized or resident in a country or territory that is, or whose government is, is the subject or the target of Sanctions that broadly prohibit dealings with that country or territory Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan and Syria (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will); and the Company will not, directly or indirectly, use the proceeds of this offeringthe Offering, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other individual person: (i) to fund or entity facilitate any activities of or business with any 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 in violation of Sanctions; or (iii) in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity person (including any individual or entity person participating in the offeringtransaction, whether as an underwriter, advisor, investor or otherwise)) of Sanctions. Neither For the past five years, the Company nor any of and its subsidiaries has Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or for transaction is or was the benefit subject or the target of a Sanctioned Person, Sanctions or with or any Sanctioned Country in a Sanctioned Country, in the preceding 3 years, nor does the Company or any violation of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned CountrySanctions.

Compliance with OFAC. Neither the Company nor any director or officer of the Company or any of its subsidiaries subsidiaries, nor, to the knowledge of the Company, any director, officeremployee, agent, employee affiliate or affiliate other person associated with, acting on behalf of or owned or controlled by the Company or any of its subsidiaries is (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject or the target of any sanctions administered or enforced by the United States (including any administered or enforced by U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the TreasuryTreasury (“OFAC”), or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person,” the Bureau of Industry and Security of the U.S. Department of Commerce)European Union, His Majesty’s Treasury, the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, is the subject or target of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned CountryJurisdiction”) or (iii) will), and the Company will not directly or indirectly, indirectly use the proceeds of this offeringthe offering of the ADSs hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions or (ii) in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity person (including any individual or entity person participating in the offeringtransaction, whether as underwriter, advisor, investor or otherwise). Neither ) of Sanctions; neither the Company nor any of its subsidiaries has is engaged in, will be engaged in, or, to the knowledge of the Company, has, at any time in the past five years, engaged in, any dealings or transactions with or for involving any individual or entity that was or is, as applicable, at the benefit time of a Sanctioned Personsuch dealing or transaction, the subject or target of Sanctions or with or in a any Sanctioned Country, in the preceding 3 years, nor does Jurisdiction; the Company or any of and its subsidiaries have any plans instituted, and maintain, policies and procedures designed to engage in dealings or transactions promote and achieve continued compliance with or for the benefit of a Sanctioned Person, or with or in a Sanctioned CountrySanctions.

Compliance with OFAC. Neither the Company nor any of its subsidiaries Subsidiaries (collectively, the “Entity”), nor any director, officer of the Company nor, to the knowledge of the Company, any director, officeremployee, agent, employee affiliate or affiliate representative of the Company or any director or officer of its subsidiaries (i) any Subsidiary, is a person or entity that is, or is owned or controlled by a person or 50% or more owned in the aggregate by or entity that is acting on behalf of, one or more individuals or entities that are currently (i) the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce“OFAC”), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her His Majesty’s Treasury of the United Kingdom) Treasury, or other relevant sanctions authorities, including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List or OFAC’s Foreign Sanctions Evaders List or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), nor (ii) is located, organized or resident in a country or territory that is, or whose government is, is the subject of Sanctions that broadly prohibit dealings with that country or territory (collectivelyincluding, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, Cuba, Iran, North Korea and Syria (the “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will)). The Entity will not, directly or indirectly, use the proceeds from the sale of this offeringthe Offered Shares, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other individual person or entity (a) to fund or facilitate any activities or business of or with any person or entity or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country, or (b) in any other manner that would will result in a violation of Sanctions by any Sanctions by, or could result in the imposition of Sanctions against, any individual person or entity (including any individual person or entity participating in the offeringtransactions contemplated by this agreement, whether as underwriter, advisor, investor or otherwise). Neither For the Company nor any of its subsidiaries past five years, the Entity has not engaged in in, and is now not engaged in, any dealings or transactions with any person or for the benefit of a Sanctioned Personentity, or with in any country or in a Sanctioned Countryterritory, in that at the preceding 3 years, nor does time of the Company dealing or any transaction is or was the subject of its subsidiaries have any plans to engage in dealings Sanctions or transactions with or for the benefit of a Sanctioned Person, or with or in was a Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor, to the knowledge (i) None of the Company, any of its Subsidiaries, or any director, officer, or employee thereof, or, to the Company’s knowledge, any agent, employee affiliate or affiliate representative of the Company or any of its subsidiaries Subsidiaries, is an individual or entity (i“Person”) that is, or is owned or controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities Persons that are currently are: (A) the subject or the target of any sanctions administered or enforced by the United States U.S. Government (including any administered or enforced by the Office of Foreign Assets Control of without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or the Bureau of Industry and Security of the U.S. Department of Commerce“blocked person”), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of Treasury, the United Kingdom) Hong Kong Monetary Authority, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), or (iiB) is located, organized or resident in a country country, region or territory that is, or whose government is, the subject or the target of Sanctions that broadly prohibit dealings with that country or territory Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea and Syria (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”). (ii) or (iii) willThe Company and its Subsidiaries will not, directly or indirectly, use the proceeds of this offeringthe offering of securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual Person: (A) to fund or entity facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is, or whose government is, the subject or the target of Sanctions; or (B) in any other manner that would will result in a violation of Sanctions by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither . (iii) For the past five years, the Company nor any and each of its subsidiaries has Subsidiaries have not knowingly engaged in in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with or for the benefit of a Sanctioned any Person, or with in any country or in a Sanctioned Countryterritory, in that at the preceding 3 years, nor does time of the Company dealing or any transaction is or was the subject or the target of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, Sanctions or with or in a any Sanctioned Country.

Compliance with OFAC. Neither (A) The Company and the Company nor Guarantors represent that neither the Company, any of its subsidiaries subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company Dynamic or any of its subsidiaries (icollectively, the “Entity”) or, to the knowledge of the Entity, any director, officer, employee, agent, affiliate or representative of the Entity, is an individual or entity (“Person”) that is, or is owned or controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities a Person that are currently is: (1) the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce(“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, a member state of the European Union (including sanctions administered or enforced by “EU”), Her Majesty’s Treasury of the United Kingdom) (“HMT”), or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), nor (ii2) is located, organized or resident in a country or territory that is, or whose government is, is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria). (B) The Company represents and covenants that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) willit will not, directly or indirectly, use the proceeds of this the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual Person: (1) to fund or entity facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (2) in any other manner that would will result in a violation of Sanctions by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither . (C) The Entity represents and covenants that for the Company nor any of its subsidiaries past 5 years, it has not knowingly engaged in in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with or for the benefit of a Sanctioned any Person, or with in any country or in a Sanctioned Countryterritory, in that at the preceding 3 years, nor does time of the dealing or transaction is or was the subject of Sanctions. Any certificate signed by an officer of the Company or any of its subsidiaries have any plans Guarantor and delivered to engage in dealings the Initial Purchasers or transactions with or to counsel for the benefit of Initial Purchasers shall be deemed to be a Sanctioned Person, representation and warranty by the Company or with or in a Sanctioned Countrysuch Guarantor to each Initial Purchaser as to the matters set forth therein.

Compliance with OFAC. Neither (i) The Company represents that neither the Company nor any of its subsidiaries noror variable interest entities (collectively, the “Entity”) nor any director, officer or employee, or to the best knowledge of the Company, any director, officer, agent, employee affiliate or affiliate representative of the Company Entity, is an individual or any of its subsidiaries entity (i“Person”) that is, or is owned or controlled by a Person that is or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently has been: (A) the subject or target of any sanctions administered or enforced by the United States government (including any administered or enforced by including, without limitation, the U.S. Department of Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury(“OFAC”), the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered “EU”) or enforced by any EU member state, Her Majesty’s Treasury of the United Kingdom) Treasury, or any other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), nor (iiB) is located, organized or resident in a country or territory that is, or whose government is, is the subject or target of Sanctions that broadly prohibit dealings with that country or territory Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (collectively, “Sanctioned Countries” ”). (ii) The Company represents and each, a “Sanctioned Country”) or (iii) willcovenants that the Entity will not, directly or indirectly, use the proceeds of this the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual Person: (A) to fund or entity facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; (B) to fund or facilitate any activities of or business in, with or relating to any of the Sanctioned Countries, or (C) in any other manner that would will result in a violation of Sanctions by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither . (iii) The Company represents and covenants that the Company nor any of its subsidiaries Entity has not engaged in in, is not now engaged in, and will not engage in, any dealings or transactions (A) with or for the benefit of a Sanctioned any Person, or with in any country or in a Sanctioned Countryterritory, in that at the preceding 3 yearstime of the dealing or transaction is or was the subject of Sanctions or (B) with, nor does the Company in, or related to any of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned CountryCountries.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries norSubsidiaries, to the knowledge of the Company, nor any director, officerofficer or employee of, nor to the Company’s knowledge, any agent, employee affiliate, representative, or affiliate of other person acting on behalf of, the Company or any of its subsidiaries Subsidiaries, is an individual or entity (i“Person”) that is, or is owned or controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities a Person that are currently is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the United States (including any administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce(“OFAC”), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her “EU”), His Majesty’s Treasury Treasury, the Swiss Secretariat of the United Kingdom) Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), nor (ii) is located, organized organized, or resident in a country or territory that is, or whose government is, is the subject of Sanctions that broadly prohibit dealings with that country or territory a U.S. government embargo (collectivelyincluding, “Sanctioned Countries” without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and eachKherson Regions, a “Sanctioned Country”Cuba, Iran, North Korea and Syria). (B) or (iii) willThe Company will not, directly or indirectly, use the proceeds of this offeringNet Proceeds, or lend, contribute or otherwise make available such proceeds Net Proceeds to any subsidiarySubsidiary, joint venture partner or other individual Person: (i) to fund or entity facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo in violation of any Sanctions; or (ii) in any other manner that would will result in a violation of Sanctions by any Sanctions byPerson (including Xxxxx). (C) For the past five (5) years, or could result in the imposition of Sanctions againstCompany and its Subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any individual direct or entity (including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither the Company nor any of its subsidiaries has engaged in any indirect dealings or transactions with any Person that at the time of the dealing or for transaction is or was the benefit subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a Sanctioned Person, or with or U.S. government embargo in a Sanctioned Country, in the preceding 3 years, nor does the Company or violation of any of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned CountrySanctions.

Compliance with OFAC. Neither the Company Issuers nor any of its subsidiaries their subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company Issuers or any of its subsidiaries (i) isthe Guarantors, any directors, officers, employees, agent or is controlled or 50% or more owned in the aggregate by or is affiliate acting on behalf of, one of the Issuers or more individuals or entities that are any of their subsidiaries is currently the subject or the target of any economic or financial sanctions administered or enforced by the United States U.S. government, (including any administered or enforced by including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or the Bureau of Industry and Security of the U.S. Department of Commerce“blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) (“HMT”), or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is nor are the Issuers, any of their subsidiaries or any of the Guarantors located, organized or resident in a country or territory that is, or whose government is, is the subject or target of Sanctions that broadly prohibit dealings with that country or territory Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the Crimea region of Ukraine (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will); and the Issuers will not, directly or indirectly, use the proceeds of this offeringthe offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, in violation of applicable Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country in violation of applicable Sanctions or (iii) in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity person (including any individual or entity person participating in the offeringtransaction, whether as underwriter, initial purchaser, advisor, investor or otherwise)) of applicable Sanctions. Neither For the Company nor any of its past five years, the Issuers and their subsidiaries has have not knowingly engaged in, are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or for transaction is or was the benefit subject or the target of a Sanctioned Person, Sanctions or with or any Sanctioned Country in a Sanctioned Country, in the preceding 3 years, nor does the Company or any violation of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Countryapplicable Sanctions.

Compliance with OFAC. Neither the Company nor any of its subsidiaries Subsidiaries (collectively, the “Entity”), nor any director, officer of the Company nor, to the knowledge of the Company, any director, officeremployee, agent, employee affiliate or affiliate representative of the Company or any director or officer of its subsidiaries (i) any Subsidiary, is a person or entity that is, or is owned or controlled by a person or 50% or more owned in the aggregate by or entity that is acting on behalf of, one or more individuals or entities that are currently (i) the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce“OFAC”), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her His Majesty’s Treasury of the United Kingdom) Treasury, or other relevant sanctions authorities, including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List or OFAC’s Foreign Sanctions Evaders List or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), nor (ii) is located, organized or resident in a country or territory that is, or whose government is, is the subject of Sanctions that broadly prohibit dealings with that country or territory (collectivelyincluding, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, Cuba, Iran, North Korea and Syria (the “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will)). The Entity will not, directly or indirectly, use the proceeds from the sale of this offeringthe Placement Shares, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other individual person or entity (a) to fund or facilitate any activities or business of or with any person or entity or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country, or (b) in any other manner that would will result in a violation of Sanctions by any Sanctions by, or could result in the imposition of Sanctions against, any individual person or entity (including any individual person or entity participating in the offeringtransactions contemplated by this agreement, whether as underwriter, advisor, investor or otherwise). Neither For the Company nor any of its subsidiaries past five years, the Entity has not engaged in in, and is now not engaged in, any dealings or transactions with any person or for the benefit of a Sanctioned Personentity, or with in any country or in a Sanctioned Countryterritory, in that at the preceding 3 years, nor does time of the Company dealing or any transaction is or was the subject of its subsidiaries have any plans to engage in dealings Sanctions or transactions with or for the benefit of a Sanctioned Person, or with or in was a 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) is, or that is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject or target of any sanctions administered or enforced by the United States U.S. government (including any administered or enforced by including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury(“OFAC”), the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or the Bureau of Industry and Security of the U.S. Department of Commerce“blocked person”), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her His Majesty’s Treasury of Treasury, the United Kingdom) Hong Kong Monetary Authority, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), and (ii) is located, organized or resident in a country country, region or territory that is, or whose government is, the subject or the target of Sanctions that broadly prohibit dealings with that country or territory Sanctions, including, without limitation, Russia, Crimea, Cuba, Iran, North Korea, Sudan and Syria (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) ); and the Company and its Subsidiaries and their respective directors and officers, employees, agents, Affiliates or (iii) will, Representative will not directly or indirectly, indirectly use the proceeds of this the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual OFAC Person (iii) to fund or entity 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, (iv) to fund or facilitate any activities or business in any Sanctioned Country or (v) in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity OFAC Person (including any individual or entity OFAC Person participating in the offeringtransaction, whether as underwriter, advisor, investor or otherwise)) of Sanctions. Neither Since their respective inception, the Company nor any of and its subsidiaries has Subsidiaries have not engaged in and are not now engaged in any dealings or transactions with any OFAC Person that at the time of the dealing or for the benefit of a Sanctioned Persontransaction is or was, or with whose government is or in a Sanctioned Countrywas, in the preceding 3 years, nor does subject or the Company or any target of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, Sanctions or with or in a any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor, to the knowledge (A) None of the Company, any of its subsidiaries, or any director, officer, or employee thereof, or, to the Company’s knowledge, any agent, employee affiliate or affiliate representative of the Company or any of its subsidiaries (i) subsidiaries, is an individual or entity that is, or is controlled or 50% or more owned in the aggregate or otherwise controlled by or is acting on behalf of, one or more individuals or entities Persons that are currently are: (i) the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department ’s Office of State or the Bureau of Industry and Security of the U.S. Department of Commerce)Foreign Assets Control, the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her His Majesty’s Treasury of the United Kingdom) Treasury, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is or located, organized or resident in a country or territory that is, or whose government is, is the subject of comprehensive Sanctions that broadly prohibit dealings with that country or territory (collectivelyincluding, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, Cuba, Iran, North Korea and Syria) (“Sanctioned Countries” and each, a “Sanctioned Country”). (B) or (iii) willThe Company will not, directly or indirectly, use the proceeds of this the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual Person: (i) to fund or entity facilitate any activities or business of or with any Person, or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is located, organized or resident in a Sanctioned Country; or (ii) in any other manner that would will result in a violation of Sanctions by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither the . (C) The Company nor any and each of its subsidiaries has have not knowingly engaged in in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with or for the benefit of a Sanctioned any Person, or with in any country or in a Sanctioned Country, in territory that at the preceding 3 years, nor does time of the Company dealing or any transaction is or was the subject of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned PersonSanctions, or with is located, organized or resident in a 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 (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject or the target of any sanctions administered or enforced by the United States U.S. government, (including any administered or enforced by including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or the Bureau of Industry and Security of the U.S. Department of Commerce“blocked person”), and, to the extent applicable, any Sanctions administered or enforced by the United Nations Security CouncilCouncil (“UNSC”), the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) (“HMT”), or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is, or whose government is, is the subject or target of Sanctions that broadly prohibit dealings with that country or territory to the extent prohibited by applicable law, including, without limitation, Cuba, Iran, North Korea, Sudan and Syria (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will, ); and the Company will not directly or indirectly, indirectly use the proceeds of this offeringthe offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or 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 would will result in a violation by any party to this Agreement, including the Underwriters listed on Schedule 1, of any Sanctions bySanctions. For the past five years, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither the Company nor any of and its subsidiaries has have not knowingly engaged in, are not now knowingly engaged in and will not engage in any dealings or transactions with any person that at the time of the dealing or for transaction is or was the benefit subject or the target of a Sanctioned Person, Sanctions or with or in a any Sanctioned Country, in Country to the preceding 3 years, nor does the Company or any of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Countryextent such action is prohibited under applicable Sanctions.

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor, to the knowledge (i) None of the Company, any of its subsidiaries or Affiliated Entities, or any director, officerofficer or employee thereof, or, to the Company’s knowledge, any agent, employee affiliate or affiliate representative or other person associated with or acting on behalf of the Company or any of its subsidiaries or Affiliated Entities, is an individual or entity (i“Person”) that is, or is owned or controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities Persons that are currently or have been: (A) the subject of any sanctions administered or enforced by the United States (U.S. government, including any administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce(“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, a member state of the European Union (including sanctions administered or enforced by “EU”), Her Majesty’s Treasury of (“HMT”), the United KingdomHong Kong Monetary Authority (“HKMA”) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), or (iiB) is located, organized or resident in a country or territory that is, or whose government is, is the subject of Sanctions that broadly prohibit dealings with that country (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) The Company, any of its subsidiaries or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) willAffiliated Entities will not, directly or indirectly, use the proceeds of this the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, Affiliated Entities, joint venture partner or other individual Person: (A) to fund or entity facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that would will result in a violation of Sanctions by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither . (iii) For the past five years, the Company nor any of and its subsidiaries has and Affiliated Entities have not knowingly engaged in in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with or for the benefit of a Sanctioned any Person, or with in any country or in a Sanctioned Countryterritory, in that at the preceding 3 yearstime of the dealing or transaction is or was the subject of Sanctions. It is acknowledged and agreed that this clause is sought and given, nor does unless (and to the Company or any of its subsidiaries have any plans extent that) to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Countrydo so would be impermissible pursuant to Regulation (EC) 2271/96.

Compliance with OFAC. Neither None of the Company nor Issuers, 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 Issuers, MPT or any of its their respective subsidiaries is an individual or entity (i“Person”) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject or target of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of Government, including, without limitation, the U.S. Department of the Treasury, the U.S. Department ’s Office of State or the Bureau of Industry and Security of the U.S. Department of CommerceForeign Assets Control (“OFAC”), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) Treasury, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is nor are the Issuers, 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 are the Issuers, MPT or any of their respective subsidiaries located, organized or resident in a country or territory that is, or whose government is, is the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will); and the Issuers and MPT will not, directly or indirectly, use the proceeds of this offeringthe offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual Person or entity entity, for the purpose of financing or facilitating any activities of or business with any Person, or in any country or territory, that, at the time of such financing or facilitation, is the subject of Sanctions or in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the offeringtransaction, whether as underwriter, advisor, investor or otherwise)) of Sanctions. Neither For the Company nor any past three years, none of its the Issuers, MPT or their respective subsidiaries has have knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or for transaction is or was the benefit subject or the target of a Sanctioned Person, Sanctions or with or any Sanctioned Country. Each Underwriter established in a Sanctioned Country, in Member State of the preceding 3 years, nor does European Economic Area agrees that this Section 3(ll) is not being sought by such Underwriter except to the Company or any of its subsidiaries have any plans extent that doing so would be permissible pursuant to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned CountryEuropean Union Council Regulation (EC) 2271/96.

Compliance with OFAC. Neither the Company nor any of its subsidiaries noror, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of to any sanctions administered or enforced imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury(“OFAC”), the U.S. Department of State State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of or the European Union United Kingdom (including sanctions administered or enforced controlled by Her Majesty’s Treasury of the United KingdomTreasury) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), ) or (ii) will, 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 person in any manner that will result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any person (including any person participating in the offering, whether as an underwriter, advisor, investor or otherwise). Neither the Company nor any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, Crimea, North Korea, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither the Company nor any of its subsidiaries has subsidiaries, or to the knowledge of the Company, Holdings, have engaged in any dealings or transactions with or for the benefit of any person that at the time of the dealing or transaction is or was the subject or target of Sanctions (collectively, the “Sanctioned Persons” and each, a “Sanctioned Person”), or with or in a Sanctioned Country, in the preceding 3 five years, nor does do the Company or any of its subsidiaries subsidiaries, or the knowledge of the Company, Holdings, have any plans to engage in increase their dealings or transactions with or for the benefit of a Sanctioned PersonPersons, or with or in a Sanctioned CountryCountries.

Compliance with OFAC. Neither (i) The Company represents that neither the Company nor any of its subsidiaries noror variable interest entities (collectively, the “Entity”) nor any director, officer or employee, or to the best knowledge of the Company, any director, officer, agent, employee affiliate or affiliate representative of the Company Entity, is an individual or any of its subsidiaries entity (i“Person”) that is, or is owned or controlled by a Person that is or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently has been: (A) the subject or target of any sanctions administered or enforced by the United States government (including any administered or enforced by including, without limitation, the U.S. Department of Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury(“OFAC”), the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered “EU”) or enforced by any EU member state, Her Majesty’s Treasury of the United Kingdom) Treasury, or any other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), ; nor (iiB) is located, organized or resident in a country or territory that is, or whose government is, is the subject or target of Sanctions that broadly prohibit dealings with that country or territory Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Crimea (collectively, “Sanctioned Countries” ”). (ii) The Company represents and each, a “Sanctioned Country”) or (iii) willcovenants that the Entity will not, directly or indirectly, use the proceeds of this the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual Person: (A) to fund or entity facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; (B) to fund or facilitate any activities of or business in, with or relating to any of the Sanctioned Countries, or (C) in any other manner that would will result in a violation of Sanctions by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither . (iii) The Company represents and covenants that the Company nor any of its subsidiaries Entity has not engaged in in, is not now engaged in, and will not engage in, any dealings or transactions (A) with or for the benefit of a Sanctioned any Person, or with in any country or in a Sanctioned Countryterritory, in that at the preceding 3 yearstime of the dealing or transaction is or was the subject of Sanctions or (B) with, nor does the Company in, or related to any of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned CountryCountries.

Compliance with OFAC. Neither None of the Company nor Company, any of its subsidiaries norSubsidiaries or, to the best knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries (i) Subsidiaries is a person that is, or is owned or controlled by a person that is, currently subject or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject target of any sanctions administered or enforced by the United States U.S. government (including any administered or enforced by including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or the Bureau of Industry and Security of the U.S. Department of Commerce“blocked person”), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) 's Treasury, Governmental Entity or other regulatory authority, or other relevant sanctions authority (collectively, the “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) nor is the Company or any of its Subsidiaries located, organized or resident in a country or territory that is, or whose government is, is the subject or the target of Sanctions that broadly prohibit dealings with that country or territory Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan and Syria (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will); and the Company will not, directly or indirectly, use the proceeds of this offeringthe Offering, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other individual person: (i) to fund or entity facilitate any activities of or business with any 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 in violation of Sanctions; or (iii) in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity person (including any individual or entity person participating in the offeringtransaction, whether as an underwriter, advisor, investor or otherwise)) of Sanctions. Neither For the past five years, the Company nor any of and its subsidiaries has Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or for transaction is or was the benefit subject or the target of a Sanctioned Person, Sanctions or with or any Sanctioned Country in a Sanctioned Country, in the preceding 3 years, nor does the Company or any violation of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned CountrySanctions.

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 (i“Person”) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject or target of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of Government, including, without limitation, the U.S. Department of the Treasury, the U.S. Department ’s Office of State or the Bureau of Industry and Security of the U.S. Department of CommerceForeign Assets Control (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) (“HMT”), or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) nor is the 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 their respective subsidiaries located, organized or resident in a country or territory that is, or whose government is, is the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and eachSanctions(each, a “Sanctioned Country”) or (iii) will); and the Company and MPT will not, directly or indirectly, use the proceeds of this offeringthe offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual person or entity entity, for the purpose of financing or facilitating any activities of or business with any Person, or in any country or territory, that, at the time of such financing or facilitation, is the subject of Sanctions or in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the offeringtransaction, whether as underwriter, advisor, investor or otherwise)) of Sanctions. Neither For the Company nor any past three years, none of its the Company, MPT or their respective subsidiaries has have knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or for transaction is or was the benefit subject or the target of a Sanctioned Person, Sanctions or with or any Sanctioned Country. The representations under this sub-paragraph apply only if and to the extent that they do not result in a Sanctioned Countryviolation of the Council Regulation (EC) No. 2271/96 of 22 November 1996, in section 7 of the preceding 3 yearsGerman Foreign Trade Ordinance (Außenwirtschaftsverordnung - AWV) or any other applicable anti-boycott or similar laws or regulations provided, nor does however, that none of the Company Company, MPT or any of its their respective subsidiaries shall have any plans obligation to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Countrymake such determination.

Compliance with OFAC. Neither None of the Company nor Issuers, 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 Issuers, MPT or any of its their respective subsidiaries is an individual or entity (i“Person”) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject or target of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of Government, including, without limitation, the U.S. Department of the Treasury, the U.S. Department ’s Office of State or the Bureau of Industry and Security of the U.S. Department of CommerceForeign Assets Control (“OFAC”), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) Treasury, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is nor are the Issuers, 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 are the Issuers, MPT or any of their respective subsidiaries located, organized or resident in a country or territory that is, or whose government is, is the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will); and the Issuers and MPT will not, directly or indirectly, use the proceeds of this offeringthe offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual Person or entity entity, for the purpose of financing or facilitating any activities of or business with any Person, or in any country or territory, that, at the time of such financing or facilitation, is the subject of Sanctions or in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the offeringtransaction, whether as underwriter, advisor, investor or otherwise)) of Sanctions. Neither For the Company nor any past three years, none of its the Issuers, MPT or their respective subsidiaries has have knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or for transaction is or was the benefit subject or the target of a Sanctioned Person, Sanctions or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

Compliance with OFAC. Neither (i) The Company represents that neither the Company nor any of its subsidiaries noror variable interest entities (collectively, the “Entity”) nor any director, or officer, or to the best knowledge of the Company, any directoragent, officer, agentaffiliate, employee or affiliate representative of the Company Entity, is an individual or any of its subsidiaries entity (i“Person”) that is, or is owned or controlled or 50% or more owned in the aggregate by by, or is acting on behalf of, one or more individuals or entities Persons that are currently or have been: (A) the subject or target of any sanctions administered or enforced by the United States government (including any administered or enforced by including, without limitation, the U.S. Department of Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury(“OFAC”), the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered “EU”) or enforced by any EU member state, Her Majesty’s Treasury of the United Kingdom) Treasury, or any other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), ; nor (iiB) is located, organized or resident in a country or territory that is, or whose government is, is the subject or target of Sanctions that broadly prohibit dealings with that country or territory Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Crimea (collectively, “Sanctioned Countries” ”). (ii) The Company represents and each, a “Sanctioned Country”) or (iii) willcovenants that the Entity will not, directly or indirectly, use the proceeds of this the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual Person: (A) to fund or entity facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is or whose government is, the subject of Sanctions; (B) to fund or facilitate any activities of or business in, with or relating to any of the Sanctioned Countries, or (C) in any other manner that would will result in a violation of Sanctions by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither . (iii) The Company represents and covenants that the Company nor any of its subsidiaries Entity has not engaged in in, is not now engaged in, and will not engage in, any dealings or transactions directly or indirectly (A) with or for the benefit of a Sanctioned any Person, or with in any country or in a Sanctioned Countryterritory, in that at the preceding 3 yearstime of the dealing or transaction is or was the subject of Sanctions or (B) with, nor does the Company in, or related to any of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned CountryCountries.

Compliance with OFAC. Neither the Company nor any of its subsidiaries noror, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of to any sanctions administered or enforced imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned CountryOFAC”) or (iiiii) will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity person in any manner that would will result in a violation of any Sanctions economic sanctions imposed by the United States (including any administered or enforced by OFAC, the U.S. Department of State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her Majesty’s Treasury) (collectively, “Sanctions” and such persons, “Sanction Persons”) by, or could result in the imposition of Sanctions against, any individual or entity person (including any individual or entity person participating in the offering, whether as underwriter, initial purchaser advisor, investor or otherwise). Neither the Company nor any of its subsidiaries has or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, Crimea, North Korea, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”). Neither the Company nor any of its subsidiaries have engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 five years, nor does do the Company or any of its subsidiaries have any plans to engage in increase their dealings or transactions with or for the benefit of a Sanctioned PersonPersons, or with or in a Sanctioned CountryCountries.

Compliance with OFAC. Neither None of the Company nor Corporation, any of its subsidiaries norSubsidiaries or, to the best knowledge of the CompanyCorporation, any director, officer, agent, employee or affiliate of the Company Corporation or any of its subsidiaries (i) Subsidiaries is a person that is, or is owned or controlled by a person that is, currently subject or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject target of any sanctions administered or enforced by the United States U.S. government (including any administered or enforced by including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or the Bureau of Industry and Security of the U.S. Department of Commerce“blocked person”), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) Treasury, Governmental Entity or other regulatory authority, or other relevant sanctions authority (collectively, the “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) nor is the Corporation or any of its Subsidiaries located, organized or resident in a country or territory that is, or whose government is, is the subject or the target of Sanctions that broadly prohibit dealings with that country or territory Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan and Syria (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will); and the Corporation will not, directly or indirectly, use the proceeds of this offeringthe Offering, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other individual person: (i) to fund or entity facilitate any activities of or business with any 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 in violation of Sanctions; or (iii) in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity person (including any individual or entity person participating in the offeringtransaction, whether as an underwriter, advisor, investor or otherwise)) of Sanctions. Neither Since September 19, 2018, the Company nor any of Corporation and its subsidiaries has Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or for transaction is or was the benefit subject or the target of a Sanctioned Person, Sanctions or with or any Sanctioned Country in a Sanctioned Country, in the preceding 3 years, nor does the Company or any violation of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned CountrySanctions.

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 best knowledge of the Company, any director, officer, agent, employee affiliate or affiliate representative of the Company or any of its subsidiaries the Controlled Entities, is an individual or entity (i“Person”) that is, or is owned or controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities a Person that are currently is: (A) the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury(“OFAC”), the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or the Bureau of Industry and Security of the U.S. Department of Commerce), “blocked person,” the United Nations Security CouncilCouncil (“UNSC”), the European Union, a member state of the European Union (including sanctions administered or enforced by “EU”), Her Majesty’s Treasury (“HMT”), the Swiss Secretariat of Economic Affairs (“SECO”), the United Kingdom) Hong Kong Monetary Authority (“HKMA”), the Monetary Authority of Singapore (“MAS”), or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), nor (iiB) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions (including, without limitation, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria); (ii) The Company represents and covenants that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” the Company and each, a “Sanctioned Country”) or (iii) willthe Controlled Entities will not, directly or indirectly, use the proceeds of this the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual Person, including the Controlled Entities: (A) to fund or entity facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is, or whose government is, the subject of Sanctions; or (B) in any other manner that would will result in a violation of Sanctions by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither ; and (iii) The Company represents that, for the past five years, the Company nor any of its subsidiaries has and the Controlled Entities have not knowingly engaged in in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with or for the benefit of a Sanctioned any Person, or with in any country or in a Sanctioned Countryterritory, in that at the preceding 3 years, nor does time of the Company dealing or any of its subsidiaries have any plans to engage in dealings transaction is or transactions with or for the benefit of a Sanctioned Personwas, or with or in a Sanctioned Countrywhose government was, the subject of Sanctions.

Compliance with OFAC. (i) Neither the Company nor any of its subsidiaries Subsidiaries and Affiliated Entity, nor any director, officer or employee thereof, nor, to the best knowledge of the Company, any director, officer, agent, employee affiliate or affiliate representative of the Company or any of its subsidiaries Subsidiaries and Affiliated Entity, is or undertakes any business with an individual or entity (i“Person”) that is, or is owned or controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities a Person that are currently is: (A) the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury(“OFAC”), the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or the Bureau of Industry and Security of the U.S. Department of Commerce), “blocked person,” the United Nations Security CouncilCouncil (“UNSC”), the European Union, a member state of the European Union (including sanctions administered or enforced by “EU”), Her Majesty’s Treasury of (“HMT”), the United Kingdom) Hong Kong Monetary Authority (“HKMA”), or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), nor (iiB) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan and Syria). (ii) The Company represents and covenants that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” the Company and each, a “Sanctioned Country”) or (iii) willits Subsidiaries and Affiliated Entity will not, directly or indirectly, use the proceeds of this the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual Person: (A) to fund or entity facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is, or whose government is, the subject of Sanctions; or (B) in any other manner that would will result in a violation of Sanctions by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither . (iii) The Company represents and covenants that, for the past five years, the Company nor any of and its subsidiaries has Subsidiaries and Affiliated Entity have not knowingly engaged in in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with or for the benefit of a Sanctioned any Person, or with in any country or in a Sanctioned Countryterritory, in that at the preceding 3 years, nor does time of the Company dealing or any of its subsidiaries have any plans to engage in dealings transaction is or transactions with or for the benefit of a Sanctioned Personwas, or with or in a Sanctioned Countrywhose government was, the subject of Sanctions.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries norSubsidiaries, any director or officer, nor to the knowledge of the Company’s knowledge, any director, officeremployee thereof, agent, employee affiliate, representative, or affiliate other person acting on behalf of the Company or any of its subsidiaries Subsidiaries, is an individual or entity (i“Person”) that is, or is owned or controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities a Person that are currently is: (i) the subject of any economic, financial or trade sanctions administered or enforced by the United States (including any administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce(“OFAC”), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her “EU”), His Majesty’s Treasury Treasury, the Swiss Secretariat of the United Kingdom) Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), nor (ii) is located, organized organized, or resident in a country or territory that is, or whose government is, is the subject of Sanctions that broadly prohibit dealings with that country or territory (collectivelyincluding, “Sanctioned Countries” without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and eachKherson Regions, a “Sanctioned Country”Cuba, Iran, North Korea and Syria). (B) or (iii) willThe Company will not, directly or indirectly, use the proceeds of this offeringNet Proceeds, or lend, contribute or otherwise make available such proceeds Net Proceeds to any subsidiarySubsidiary, joint venture partner or other individual Person: (i) to fund or entity facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions, in violation of Sanctions; or (ii) in any other manner that would will result in a violation of Sanctions by any Sanctions byPerson (including XX Xxxxx). (C) Since April 24, or could result in 2019, the imposition of Sanctions againstCompany and its Subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not knowingly engage in, any individual direct or entity (including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither the Company nor any of its subsidiaries has engaged in any indirect dealings or transactions with any Person that at the time of the dealing or for transaction is or was the benefit subject of a Sanctioned PersonSanctions or any country or territory that, at the time of the dealing or with transaction is or in a Sanctioned Countrywas the subject of Sanctions, in the preceding 3 years, nor does the Company or any violation of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned CountrySanctions.

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 or affiliate affiliate, representative of the Company or any of its subsidiaries Subsidiaries and Consolidated Affiliated Entities, is an individual or entity (i“Person”) that is, or is owned or controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities Persons that are currently are: (A) the subject of any sanctions administered or enforced by the United States U.S. government (including any administered or enforced by but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce(“OFAC”)), the United Nations Security CouncilCouncil (“UNSC”), the European Union, a member state of the European Union (including sanctions administered or enforced by “EU”), Her Majesty’s Treasury of the United Kingdom) (“HMT”), or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), or (iiB) is located, organized or resident in in, or a national, governmental entity, or agent of, a country or territory that is, or whose government is, the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria). (ii) The Company represents and covenants that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” the Company and each, a “Sanctioned Country”) or (iii) willits Subsidiaries and Consolidated Affiliated Entities will not, directly or indirectly, use the proceeds of this offeringthe Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual Person: (A) to fund or entity facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is, or whose government is, the subject of Sanctions; or (B) in any other manner that would will result in a violation of Sanctions by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the offeringOffering, whether as underwriter, advisor, investor or otherwise). Neither . (iii) For the past five years, the Company nor any of and its subsidiaries has Subsidiaries and Consolidated Affiliated Entities have not knowingly engaged in in, are not now knowingly engaged in, and will not engage in, any dealings or transactions directly or indirectly with or for the benefit of a Sanctioned any Person, or with in any country or in a Sanctioned Countryterritory, in that at the preceding 3 years, nor does time of the Company dealing or any transaction is or was the subject of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned CountrySanctions.

Compliance with OFAC. (i) Neither the Company nor any of its subsidiaries the Controlled Entities, nor any director or officer of the Company or any of the Controlled Entities, 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 the Controlled Entities, is an individual or entity (i“Person”) that is, or is controlled or owned 50% or more owned in or controlled by a Person that is: (A) the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject target of any sanctions administered or enforced by the United States (U.S. government, including any administered or enforced by but not limited to the Department of Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury(“OFAC”), the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or the Bureau of Industry and Security of the U.S. Department of Commerce), “blocked person,” the United Nations Security CouncilCouncil (“UNSC”), the European Union, a member state of the European Union (including sanctions administered “EU”), or enforced by Her Majesty’s Treasury of the United Kingdom) (“HMT”), or other relevant applicable sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), nor (iiB) is located, organized or resident in a country or territory that is, or whose government is, the subject target of Sanctions (including, without limitation, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria); (ii) The Company represents and covenants that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” the Company and each, a “Sanctioned Country”) or (iii) willthe Controlled Entities will not, directly or indirectly, use the proceeds of this the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual Person, including the Controlled Entities: (A) to fund or entity facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is, or whose government is, the target of Sanctions; or (B) in any other manner that would will result in a violation of applicable Sanctions by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither ; and (iii) The Company represents and covenants that, for the past five years, the Company nor any of its subsidiaries has and the Controlled Entities have not knowingly engaged in in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with or for the benefit of a Sanctioned any Person, or with in any country or in a Sanctioned Countryterritory, in that at the preceding 3 years, nor does time of the Company dealing or any of its subsidiaries have any plans to engage in dealings transaction is or transactions with or for the benefit of a Sanctioned Personwas, or with or in a Sanctioned Countrywhose government was, the target of 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 (i“Person”) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject or target of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of Government, including, without limitation, the U.S. Department of the Treasury, the U.S. Department ’s Office of State or the Bureau of Industry and Security of the U.S. Department of CommerceForeign Assets Control (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) (“HMT”), or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) nor is the 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 their respective subsidiaries located, organized or resident in a country or territory that is, or whose government is, is the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will); and the Company and MPT will not, directly or indirectly, use the proceeds of this offeringthe offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual Person or entity entity, for the purpose of financing or facilitating any activities of or business with any Person, or in any country or territory, that, at the time of such financing or facilitation, is the subject of Sanctions or in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the offeringtransaction, whether as underwriter, advisor, investor or otherwise)) of Sanctions. Neither For the Company nor any past three years, none of its the Company, MPT or their respective subsidiaries has have knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or for transaction is or was the benefit subject or the target of a Sanctioned Person, Sanctions or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a 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) is, or that is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject or target of any sanctions administered or enforced by the United States U.S. government (including any administered or enforced by including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury(“OFAC”), the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or the Bureau of Industry and Security of the U.S. Department of Commerce“blocked person”), the United Nations Security Council, the European Union, a member state of His Majesty's Treasury, the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) Hong Kong Monetary Authority, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), and (ii) is located, organized or resident in a country country, region or territory that is, or whose government is, the subject or the target of Sanctions that broadly prohibit dealings with that country or territory Sanctions, including, without limitation, Russia, Crimea, Cuba, Iran, North Korea, Sudan and Syria (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) ); and the Company and its Subsidiaries and their respective directors and officers, employees, agents, Affiliates or (iii) will, Representatives will not directly or indirectly, indirectly use the proceeds of this the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual OFAC Person (iii) to fund or entity 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, (iv) to fund or facilitate any activities or business in any Sanctioned Country or (v) in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity OFAC Person (including any individual or entity OFAC Person participating in the offeringtransaction, whether as underwriter, advisor, investor or otherwise)) of Sanctions. Neither Since their respective inception, the Company nor any of and its subsidiaries has Subsidiaries have not engaged in and are not now engaged in any dealings or transactions with any OFAC Person that at the time of the dealing or for the benefit of a Sanctioned Persontransaction is or was, or with whose government is or in a Sanctioned Countrywas, in the preceding 3 years, nor does subject or the Company or any target of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, Sanctions or with or in a any Sanctioned Country.

Compliance with OFAC. (i) Neither the Company nor any of its subsidiaries northe Subsidiaries, nor any of their respective directors or officers, or to the Company’s knowledge of after reasonable inquiry, employees, agents, affiliates or representatives, other than the Company, any director, officer, agent, employee Placement Agent in its capacity as such: (A) is an individual or affiliate of the Company or any of its subsidiaries (i) isentity, or is owned or controlled by an individual or 50% or more owned in the aggregate by or entity that is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce)Control, the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of other applicable Governmental Authority in Germany, the United Kingdom) States or other relevant sanctions authority elsewhere (collectivelysuch sanctions, “Sanctions;” and such personssanctions targets, “Sanctioned Persons” and each such person, a “Sanctioned Person”), ; (iiB) is located, resident, operating, or organized or resident in a country or territory region that isis the target of comprehensive, country-wide or whose government is, the subject of territory-wide Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”, including, as of the date of this agreement, Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine); (C) engaged in any dealings, directly or indirectly, with or for the benefit of any Sanctioned Persons or Sanctioned Countries; or (iiiD) willhas violated any Sanctions; ​ (ii) the Company will not, directly or indirectly, use the proceeds of this the offering, or lend, contribute or otherwise make available such proceeds proceeds, directly or indirectly: (A) to or for the benefit of any Sanctioned Person; (B) to or for the benefit of any Sanctioned Country; (C) to or for the benefit of any subsidiary, joint venture partner or other individual or entity for the purpose of financing activities in any manner that would result in a violation of any Sanctions by, Sanctioned Country or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither the Company nor any of its subsidiaries has engaged in any dealings or transactions with or for the benefit of any Sanctioned Person; or (D) in any manner that violates Sanctions, that would cause any person (including the Placement Agent) to violate Sanctions, or that reasonably could result in the designation of any person, including the Placement Agent, as a Sanctioned Person; (iii) the Company and the Subsidiaries maintain and enforce policies and procedures reasonably designed to achieve compliance with Sanctions; and (iv) no action, suit, claim, investigation, proceeding, or other inquiry by or before any Governmental Authority involving the Company with or respect to Sanctions is pending, or, to the knowledge of Company, threatened. The foregoing shall only apply to the extent that such representations, warranties and undertakings do not result in a Sanctioned Countryviolation of, in or conflict with, Section 7 of the preceding 3 yearsGerman Foreign Trade Ordinance (Außenwirtschaftsverordnung), nor does the Company Regulation (EC) No 2271/96 or any of its subsidiaries have any plans to engage in dealings similar applicable anti-boycott law or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Countryregulation.

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 (i“Person”) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject or target of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of Government, including, without limitation, the U.S. Department of the Treasury, the U.S. Department ’s Office of State or the Bureau of Industry and Security of the U.S. Department of CommerceForeign Assets Control (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) (“HMT”), or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) nor is the Company, MPT or their respective subsidiaries located, organized or resident in a country or territory that is, or whose government is, is the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and eachSanctions(each, a “Sanctioned Country”) or (iii) will); and the Company and MPT will not, directly or indirectly, use the proceeds of this offeringthe offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual person or entity entity, for the purpose of financing any activities of or business with any Person, or in any country or territory, that, at the time of such financing, is the subject of Sanctions or in any other manner that would will result in a violation of by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the offeringtransaction, whether as underwriter, advisor, investor or otherwise)) of Sanctions. Neither For the Company nor any of its past three years, neither the Company, MPT or their respective subsidiaries has have knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or for transaction is or was the benefit subject or the target of a Sanctioned Person, Sanctions or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

Compliance with OFAC. Neither (i) The Company represents that neither the Company nor any of its subsidiaries noror VIEs (collectively, the “Entity”) nor any director or officer, or to the best knowledge of the Company, any directoragent, officer, agentaffiliate, employee or affiliate representative of the Company Entity, is an individual or any of its subsidiaries entity (i“Person”) that is, or is owned or controlled by a Person that is or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently has been: (A) the subject or target of any sanctions administered or enforced by the United States government (including any administered or enforced by including, without limitation, the U.S. Department of Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury(“OFAC”), the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered “EU”) or enforced by any EU member state, Her Majesty’s Treasury of the United Kingdom) Treasury, or any other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), nor (iiB) is located, organized or resident in a country or territory that is, or whose government is, is the subject or target of Sanctions that broadly prohibit dealings with that country or territory Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Crimea (collectively, “Sanctioned Countries” ”). (ii) The Company represents and each, a “Sanctioned Country”) or (iii) willcovenants that the Entity will not, directly or indirectly, use the proceeds of this the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual Person: (A) to fund or entity facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; (B) to fund or facilitate any activities of or business in, with or relating to any of the Sanctioned Countries, or (C) in any other manner that would will result in a violation of Sanctions by any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity Person (including any individual or entity Person participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither . (iii) The Company represents and covenants that the Company nor any of its subsidiaries Entity has not engaged in in, is not now engaged in, and will not engage in, any dealings or transactions (A) with or for the benefit of a Sanctioned any Person, or with in any country or in a Sanctioned Countryterritory, in that at the preceding 3 yearstime of the dealing or transaction is or was the subject of Sanctions or (B) with, nor does the Company in, or related to any of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned CountryCountries.