Common use of Compliance with Sanctions Clause in Contracts

Compliance with Sanctions. (i) The Company represents that neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, employee, agent, affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan and Syria). (ii) The Company represents and covenants that neither it nor any of its subsidiaries 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: (A) to fund or 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, directly or indirectly, any transaction that is prohibited under the Bribery Act; or (C) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Company represents and covenants that, for the past 5 years, neither it nor any of its subsidiaries has knowingly engaged in, is now knowingly engaged in, or will engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with Sanctions. (i) The Company represents that neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, employee, agent, affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria). (ii) The Company represents and covenants that neither it nor any of its subsidiaries 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: (A) to fund or 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, directly or indirectly, any transaction that is prohibited under the Bribery Act; or (C) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Company represents and covenants that, for the past 5 years, neither it nor any of its subsidiaries has knowingly engaged in, is now knowingly engaged in, or will engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with Sanctions. (ia) The Company represents that neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, employee, agent, affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) a Person that is, or is owned or controlled by a Person that is: (Ai) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), or (Bii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Korea and Syria). (iib) The Company represents and covenants that neither it nor any of its subsidiaries 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: (Ai) to fund or 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; (Bii) to fund or facilitate, directly or indirectly, any transaction that is prohibited under the Bribery Act; or (Ciii) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Company represents and covenants that, for the past 5 years, neither it nor any of its subsidiaries has knowingly engaged in, is now knowingly engaged in, or will engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with Sanctions. (i) The Company represents that neither 2.51.1. Neither the Company nor any of its subsidiaries norSubsidiaries, to the knowledge of the Company, nor any director, officer, employee, agent, affiliate or representative officer of the Company or any of its subsidiariesSubsidiaries, nor, to the best of the Company’s knowledge, any employee, agent, affiliate, representative or other person associated with or acting on behalf of the Company or any of its Subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person one or more Persons that isare: (Ai) the subject or the target of any sanctions administered or enforced by the U.S. government, including but not limited to OFAC, the U.S. Department of Treasury’s Office of Foreign Assets Control (State and including, without limitation, the designation as a “OFAC”), specially designated national” or “blocked person,” the United Nations Security Council (“UNSC”), the European Union (“EU”), or Her Majesty’s Treasury (“HMT”), or other relevant applicable sanctions authority (collectively, “Sanctions”), ornor (Bii) located, organized or resident in a country country, region or territory that is is, or whose government is, the subject or the target of Sanctions (including, without limitation, the Crimea, so-called Donetsk People’s Republic, so-called Luhansk People’s Republic of Ukraine, Cuba, Iran, North Korea, Sudan Korea and Syria).; (ii) 2.51.2. The Company represents and covenants that neither it nor any of the Company and its subsidiaries willSubsidiaries will not, directly or indirectly, use the proceeds of the offeringoffering of the Firm Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, including the Subsidiaries: (Ai) to fund or facilitate any activities or business of or with any Person or in any country country, region or territory that, at the time of such funding or facilitation, is is, or whose government is, the subject or the target of Sanctions; (B) to fund or facilitate, directly or indirectly, any transaction that is prohibited under the Bribery Act; or (Cii) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offeringoffering of the Firm Shares, whether as underwriter, advisor, investor or otherwise).; (iii) 2.51.3. The Company represents and covenants that, for the past 5 five years, neither it nor any of the Company and its subsidiaries has Subsidiaries have not knowingly engaged in, is are not now knowingly engaged in, or and will not engage in, any dealings or transactions with any Person, or in any country country, region or territory, that at the time of the dealing or transaction is or was was, or whose government was, the subject or the target of Sanctions.

Compliance with Sanctions. (i) The Company represents that neither Neither the Company nor any of its subsidiaries norSubsidiaries (collectively, the “Entity”) or, to the knowledge of the Company’s knowledge, any director, officer, employee, agent, affiliate or representative of the Company or any of its subsidiariesEntity, is an individual a government, individual, or entity (in this Section 2(bb), “Person”) that is, or is owned or controlled by a Person that is: (A) currently the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”)Control, the United Nations Security Council (“UNSC”)Council, the European Union (“EU”)Union, Her Majesty’s Treasury (“HMT”)Treasury, the Swiss Secretariat of Economic Affairs or other relevant sanctions authority (collectively, “Sanctions”), ornor (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan and Syria)Sanctions. (ii) The Company represents and covenants that neither it nor any of its subsidiaries willthe Entity will not, directly or indirectly, knowingly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or 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, directly or indirectly, any transaction that is prohibited under the Bribery Act; or (CB) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Company represents and covenants that, except as detailed in the General Disclosure Package and the Final Offering Memorandum, for the past 5 five years, neither it nor any of its subsidiaries the Entity has not knowingly engaged in, in and is not now knowingly engaged in, or will engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with Sanctions. (iA) The Company represents that neither Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, employee, agent, employee or affiliate or representative of the Company or any of its subsidiaries, is an individual or entity subsidiaries (“Person”i) that is, or is controlled or 50% or more owned in the aggregate by or controlled by a Person is acting on behalf of, one or more individuals or entities that is: (A) are currently the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s United States (including any administered or enforced by the Office of Foreign Assets Control (“OFAC”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 (“UNSC”)Council, the European Union, a member state of the European Union (“EU”), including sanctions administered or enforced by Her Majesty’s Treasury (“HMT”), of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), or (Bii) is located, organized or resident in a country or territory that is is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (includingcollectively, without limitation“Sanctioned Countries” and each, Cuba, Iran, North Korea, Sudan and Syria). a “Sanctioned Country”) or (iiiii) The Company represents and covenants that neither it nor any of its subsidiaries will, directly or indirectly, use the proceeds of the this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund individual or facilitate any activities or business of or with any Person or entity in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; (B) to fund or facilitate, directly or indirectly, any transaction that is prohibited under the Bribery Act; or (C) in any other manner that will would result in a violation of any Sanctions by by, or could result in the imposition of Sanctions against, any Person individual or entity (including any Person individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise). (iiiB) The Neither the Company represents and covenants that, for the past 5 years, neither it nor any of its subsidiaries has knowingly engaged in, is now knowingly engaged in, or will engage in, in any dealings or transactions with any or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding three (3) years, nor does the Company or any country of its subsidiaries have any plans to engage in dealings or territorytransactions with or for the benefit of a Sanctioned Person, that at the time of the dealing or transaction is with or was the subject of Sanctionsin a Sanctioned Country.

Compliance with Sanctions. (i) The Company represents that neither Neither the Company nor any of its subsidiaries Subsidiaries and Affiliated Entities, nor any director or officer thereof, nor, to the knowledge of the Company, any director, officer, employee, agent, affiliate or representative of the Company or any of its subsidiariesSubsidiaries and Affiliated Entities, is an individual or entity (“Person”) that is, or is owned 50 percent or more or controlled by a Person that isthat: (A) Is or has been the target of or subject of to any sanctions administered or enforced by the U.S. government, including but not limited to, the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State and the U.S. Department of Commerce, the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), or (B) is or has been located, organized or resident in or otherwise affiliated with a country or territory that is the target of or subject of to Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria). (ii) The Company represents and covenants that neither it nor any of the Company and its subsidiaries willSubsidiaries and Affiliated Entities will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitationfacilitation is, is or whose government is, subject to or the subject target of Sanctions; (B) to fund , or facilitate, directly is owned 50 percent or indirectly, any transaction that is prohibited under the Bribery Actmore or controlled by such a Person; or (CB) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Company represents and covenants that, for the past 5 five years, neither it nor any of the Company and its subsidiaries has Subsidiaries and Affiliated Entities have not knowingly engaged in, is are not now knowingly engaged in, or and will not engage in, any dealings or transactions directly or indirectly with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the target of Sanctions or any entity owned 50 percent or more or controlled by a or controlled by a Person who is subject to or the target of Sanctions.

Compliance with Sanctions. (i) The Company represents that neither Neither the Company nor any of its subsidiaries Subsidiaries and Affiliated Entities, nor any director, officer, or employee thereof, nor, to the knowledge of the Company, any director, officer, employee, agent, affiliate affiliate, representative or representative other person associated with or acting on behalf of the Company or any of its subsidiariesSubsidiaries and Affiliated Entities, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that isthat: (A) Is or has been the target of or subject of to any sanctions administered or enforced by the U.S. government, including but not limited to, the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State and the U.S. Department of Commerce, the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), or (B) is or has been located, organized or resident in or otherwise affiliated with a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria). (ii) The Company represents and covenants that neither it nor any of the Company and its subsidiaries willSubsidiaries and Affiliated Entities will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitationfacilitation is, is or whose government is, the subject target of Sanctions; (B) to fund or facilitate, directly or indirectly, any transaction that is prohibited under the Bribery Act; or (CB) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Company represents and covenants that, for the past 5 five years, neither it nor any of the Company and its subsidiaries has knowingly Subsidiaries and Affiliated Entities have not engaged in, is are not now knowingly engaged in, or and will not engage in, any dealings or transactions directly or indirectly with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject target of Sanctions or any entity owned or controlled by a Person who is the target of Sanctions.

Compliance with Sanctions. (i) The Company represents that neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, employee, agent, affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria). (ii) The Company represents and covenants that neither it nor any of its subsidiaries 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: (A) to fund or 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, directly or indirectly, any transaction that is prohibited under the Bribery Act; or (C) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Company represents and covenants that, for the past 5 years, neither it nor any of its subsidiaries has knowingly engaged in, is now knowingly engaged in, or will engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with Sanctions. (iA) The Company represents that neither Neither the Company nor any of its subsidiaries the Controlled Entities, nor any shareholders, affiliates, directors, officers or employees, nor, to the best knowledge of the Company, any director, officer, employee, agent, affiliate affiliate, representative or representative person associated with or acting on behalf of the Company or Company, any of its subsidiariesshareholders, affiliates or the Controlled Entities, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that isthat: (Ai) is the subject or target of any economic or financial sanctions or trade embargoes administered or enforced by the U.S. Government (including, without limitation, the Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), the Swiss Secretariat of Economic Affairs (“SECO”), the Hong Kong Monetary Authority (“HKMA”), the Monetary Authority of Singapore (“MAS”) or any other relevant sanctions authority, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”), or (Bii) is located, organized or resident in a country or territory that is the subject or target of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria). (iiB) The Company represents and covenants that neither it nor any of its subsidiaries willwill not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other Person: (Ai) to fund or 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, directly or indirectly, any transaction that is prohibited under the Bribery Act; or (Cii) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Company represents and covenants that, for the past 5 years, neither it nor any of its subsidiaries has Controlled Entities have not knowingly engaged in, is are not now knowingly engaged in, or and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of Sanctions.

Compliance with Sanctions. (iA) The Company represents that neither Neither the Company nor any of its subsidiaries the Controlled Entities, nor any directors, officers or employees, nor, to the best knowledge of the Company, any director, officer, employee, agent, affiliate affiliate, representative or representative person associated with or acting on behalf of the Company or any of its subsidiariesthe Controlled Entities, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that isthat: (Ai) is the subject or target of any economic or financial sanctions or trade embargoes administered or enforced by the U.S. Government (including, without limitation, the Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), ) or any other relevant sanctions authority, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”), or (Bii) is located, organized or resident in a country or territory that is the subject or target of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria). (iiB) The Company represents and covenants that neither it nor any of its subsidiaries willwill not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (Ai) to fund or 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, directly or indirectly, any transaction that is prohibited under the Bribery Act; or (Cii) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Company represents and covenants that, the Controlled Entities have not knowingly engaged in for the past 5 five years, neither it nor any of its subsidiaries has knowingly engaged in, is are not now knowingly engaged in, or and will not knowingly engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of Sanctions.

Compliance with Sanctions. (iA) The Company represents that neither Neither the Company nor any of its subsidiaries the Controlled Entities or their respective affiliates, nor any directors, officers or employees thereof, nor, to the best knowledge of the Company after due inquiry, any agent, affiliate, representative or person associated with or acting on behalf of the Company, any director, officer, employee, agent, affiliate or representative of the Company or any of its subsidiariesshareholders, affiliates or the Controlled Entities, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that isthat: (Ai) is the subject or target of any economic or financial sanctions or trade embargoes administered or enforced by the U.S. Government (including, without limitation, the Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), the State Secretariat for Economic Affairs (“SECO”), the Hong Kong Monetary Authority (“HKMA”), the Monetary Authority of Singapore (“MAS”) or any other relevant sanctions authority, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”), or (Bii) is located, organized or resident in a country or territory that is the subject or target of Sanctions (including, without limitation, Crimea region, Cuba, Iran, North Korea, Sudan and Syria). (iiB) The Company represents and covenants that neither it nor any of its subsidiaries willwill not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other Person: (Ai) to fund or 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, directly or indirectly, any transaction that is prohibited under the Bribery Act; or (Cii) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iiiC) The Company represents and covenants that, the Controlled Entities have not knowingly engaged in for the past 5 five years, neither it nor any of its subsidiaries has knowingly engaged in, is are not now knowingly engaged in, or and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of Sanctions.

Compliance with Sanctions. (i1) The Company represents that neither Neither the Company nor any of its subsidiaries norControlled Entities, to the knowledge of the Company, nor any director, officer, employee, agent, affiliate or representative officer of the Company or any of its subsidiariesControlled Entities, nor, to the best of the Company’s knowledge, any employee, agent, affiliate, representative or other person associated with or acting on behalf of the Company or any of its Controlled Entities, is an individual or entity (“Person”) that is, or is owned or controlled by a Person one or more Persons that isare: (A) the subject or the target of any sanctions administered or enforced by the U.S. government, including but not limited to the Department of Treasury’s Office of Foreign Assets Control (Control, the U.S. Department of State and including, without limitation, the designation as a “OFAC”), specially designated national” or “blocked person,” the United Nations Security Council (“UNSC”)Council, the European Union (“EU”)Union, or Her Majesty’s Treasury (“HMT”)Treasury, or other relevant applicable sanctions authority (collectively, “Sanctions”), ornor (B) located, organized or resident in a country country, region or territory that is is, or whose government is, the subject or the target of Sanctions (including, without limitation, the Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan Korea and Syria).; (ii2) The Company represents and covenants that neither it nor any of the Company and its subsidiaries willControlled Entities will not, directly or indirectly, use the proceeds of the offeringoffering of the Offered Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, including the Controlled Entities: (A) to fund or facilitate any activities or business of or with any Person or in any country country, region or territory that, at the time of such funding or facilitation, is is, or whose government is, the subject or the target of Sanctions; (B) to fund or facilitate, directly or indirectly, any transaction that is prohibited under the Bribery Act; or (CB) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offeringoffering of the Offered Shares, whether as underwriter, advisor, investor or otherwise).; (iii3) The Company represents and covenants that, for the past 5 five years, neither it nor any of the Company and its subsidiaries has Controlled Entities have not knowingly engaged in, is are not now knowingly engaged in, or and will not engage in, any dealings or transactions with any Person, or in any country country, region or territory, that at the time of the dealing or transaction is or was was, or whose government was, the subject or the target of Sanctions; (4) Each of the Company and the Controlled Entities has instituted and maintained policies and procedures designed to ensure continued compliance therewith and with the representation and warranty contained herein; and (5) Other than with respect to the Underwriters, as to which the Company makes no representation, none of the issue and sale of the Offered Shares, the execution, delivery and performance of this Agreement, the consummation of any other transaction contemplated hereby, or the provision of services contemplated by this Agreement to the Company will result in a violation of any of the Sanctions.

Compliance with Sanctions. (i) The Company represents that neither the Company nor any of its subsidiaries nor, to the knowledge of the Company’s knowledge, any director, officer, employee, agent, affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”)) , the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria). (ii) The Company represents and covenants that neither it nor any of its subsidiaries 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: (A) to fund or 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, directly or indirectly, any transaction that is prohibited under the Bribery Act; or (CB) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Company represents and covenants that, for the past 5 years, neither it nor any of its subsidiaries has knowingly engaged in, is now knowingly engaged in, or will engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with Sanctions. (i) The Company represents that neither 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, employee, agent, affiliate or representative of the Company or any of its subsidiariesSubsidiaries and Affiliated Entity, is or undertakes any business with an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person,” the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), the Hong Kong Monetary Authority (“HKMA”), or other relevant sanctions authority (collectively, “Sanctions”), ornor (B) located, organized or resident in a country or territory that is is, or whose government is, the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan Sudan, the Crimea region of Ukraine and Syria). (ii) The Company represents and covenants that neither it nor any of the Company and its subsidiaries willSubsidiaries and Affiliated Entity will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or 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 is, or whose government is, the subject of Sanctions; (B) to fund or facilitate, directly or indirectly, any transaction that is prohibited under the Bribery Act; or (CB) in any other manner that will result in a violation of Sanctions Sanctions, the Anti-Money Laundering Laws or applicable anti-corruption laws, by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Company represents and covenants that, for the past 5 five years, neither it nor any of the Company and its subsidiaries has Subsidiaries and Affiliated Entity have not knowingly engaged in, is are not now knowingly engaged in, or and will not engage in, any dealings or transactions with any Person, or in any country or territoryterritory that, that at the time of the dealing or transaction is or was was, or whose government was, the subject of Sanctions.

Compliance with Sanctions. (i) The Company represents that neither the Company nor any of its subsidiaries nor, to the knowledge None of the Company, any of its subsidiaries, or any director, officer, employeeor employee thereof, or, to the Company’s knowledge, any agent, affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person one or more Persons that isare: (Aa) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)Control, the United Nations Security Council (“UNSC”)Council, the European Union (“EU”)Union, Her Majesty’s Treasury (“HMT”)Treasury, or other relevant sanctions authority (collectively, “Sanctions”), or (Ba) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan Syria, the Crimea, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Kherson, and SyriaZaporizhzhia regions of Ukraine). (ii) The Company represents and covenants that neither it nor any of its subsidiaries willwill not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (Aa) to fund or 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, directly or indirectly, any transaction that is prohibited under the Bribery Act; or (Cb) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Company represents and covenants that, for the past 5 years, neither it nor any each of its subsidiaries has have not knowingly engaged in, is are not now knowingly engaged in, or and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with Sanctions. (i) The Company represents that neither None of the Company nor Company, any of its subsidiaries norsubsidiaries, directors, officers, or, to the knowledge of the Company, any director, officer, employee, agent, employee or affiliate or representative of the Company or any of its subsidiaries, their respective subsidiaries is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: currently (A) the subject or the target of any sanctions administered or enforced by the U.S. Department of Treasury’s United States (including, without limitation, the Office of Foreign Assets Control (“OFAC”of the U.S. Department of the Treasury, the U.S. Department of State and the U.S. Department of Commerce), Brazil, the United Nations Security Council (“UNSC”)Nations, the European Union (“EU”)Union, Her Majesty’s Treasury (“HMT”), of the United Kingdom or other relevant sanctions authority authorities (collectively, “Sanctions” and any such person, a “Sanctioned Person”), or ) or (B) located, organized or resident in a country or territory subject to Sanctions that is the subject of Sanctions broadly prohibit dealings with that country or territory (includingcurrently, without limitationCrimea, Cuba, Iran, North Korea, Sudan and Syria) (a “Sanctioned Country”). , and (ii) The the Company represents and covenants that neither it nor any of its subsidiaries will, will not directly or indirectly, indirectly use the proceeds of the offeringoffering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: person or entity (A) to fund or facilitate any activities of or business of or with any Person person, or in any country or territory territory, that, at the time of such funding or facilitationfunding, is the subject of Sanctions; a Sanctioned Person or a Sanctioned Country or (B) to fund or facilitate, directly or indirectly, any transaction that is prohibited under the Bribery Act; or (C) in any other manner that will result in a violation of Sanctions by any Person person (including any Person person participating in the offeringtransaction, whether as underwriter, advisor, investor or otherwise). (iii) The Company represents and covenants that, for of Sanctions. For the past 5 five years, neither it nor any of the Company and its subsidiaries has have not knowingly engaged in, is and are not now knowingly engaged in, or will engage in, any dealings or transactions with any Person, Sanctioned Person or in any country or territory, that at the time of the dealing or transaction is or was the subject of SanctionsSanctioned Country.

Compliance with Sanctions. (i) The Company represents that neither 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, employee, agent, affiliate or representative of the Company or any of its subsidiariesSubsidiaries and Affiliated Entity, is or undertakes any business with an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person,” the United Nations Security Council (“UNSC”), the European Union (“EU”), the Swiss Secretariat of Economic Affairs (“SSEA”), Her Majesty’s Treasury (“HMT”), the Hong Kong Monetary Authority (“HKMA”), or other relevant sanctions authority (collectively, “Sanctions”), ornor (B) located, organized or resident in a country or territory that is is, or whose government is, the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan Sudan, the Crimea region of Ukraine and Syria). (ii) The Company represents and covenants that neither it nor any of the Company and its subsidiaries willSubsidiaries and Affiliated Entity will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or 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 is, or whose government is, the subject of Sanctions; (B) to fund or facilitate, directly or indirectly, any transaction that is prohibited under the Bribery Act; or (CB) in any other manner that will result in a violation of Sanctions Sanctions, the Anti-Money Laundering Laws or applicable anti-corruption laws, by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Company represents and covenants that, for the past 5 five years, neither it nor any of the Company and its subsidiaries has Subsidiaries and Affiliated Entity have not knowingly engaged in, is are not now knowingly engaged in, or and will not engage in, any dealings or transactions with any Person, or in any country or territoryterritory that, that at the time of the dealing or transaction is or was was, or whose government was, the subject of Sanctions.

Compliance with Sanctions. (i1) The Company represents that neither Neither the Company nor any of its subsidiaries norControlled Entities, to the knowledge of the Company, nor any director, officer, employee, agent, affiliate officer or representative employee of the Company or any of its subsidiariesControlled Entities, nor, to the best of the Company’s knowledge, any agent, affiliate, representative or other person associated with or acting on behalf of the Company or any of its Controlled Entities, is an individual or entity (“Person”) that is, or is owned 50% or more or controlled by a Person that is: (A) the subject or the target of any sanctions administered or enforced by the U.S. government, including but not limited to the Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person,” the United Nations Security Council (“UNSC”), the European Union (“EU”) (including under Council Regulation (EC) No. 194/2008), or Her Majesty’s Treasury (“HMT”), or other relevant applicable sanctions authority (collectively, “Sanctions”), ornor (B) engaged in any activities sanctionable under the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010, the Iran Sanctions Act, the Iran Threat Reduction and Syria Human Rights Act, or any applicable executive order; nor (C) located, organized or resident in a country country, region or territory that is is, or whose government is, the subject or the target of Sanctions (including, without limitation, the Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan Korea and Syria).; (ii2) The Company represents and covenants that neither it nor any of the Company and its subsidiaries willControlled Entities will not, directly or indirectly, use the proceeds of the offeringoffering of the Offered Securities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, including the Controlled Entities: (A) to fund or facilitate any activities or business of or with any Person or in any country country, region or territory that, at the time of such funding or facilitation, is is, or whose government is, the subject or the target of Sanctions; (B) to fund or facilitate, directly or indirectly, any transaction that is prohibited under the Bribery Act; or (CB) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offeringoffering of the Offered Securities, whether as underwriter, advisor, investor or otherwise).; (iii3) The Company represents and covenants that, for the past 5 five years, neither it nor any of the Company and its subsidiaries has Controlled Entities have not knowingly engaged in, is are not now knowingly engaged in, or and will not engage in, any dealings or transactions with any Person, or in any country country, region or territory, that at the time of the dealing or transaction is or was was, or whose government was, the subject or the target of Sanctions, or that would result in a violation of Sanctions by any Person (including any Person participating in the offering of the Offered Securities); (4) None of the issue and sale of the Offered Securities, the execution, delivery and performance of this Agreement, the consummation of any other transaction contemplated hereby, or the provision of services contemplated by this Agreement to the Company will result in a violation of any of the Sanctions.

Compliance with Sanctions. (i) The Company represents that neither Neither the Company nor any of its subsidiaries Subsidiaries and Affiliated Entities, nor any director, officer, or employee thereof, nor, to the knowledge of the Company, any director, officer, employee, agent, affiliate affiliate, representative, or representative other person associated with or acting on behalf of the Company or any of its subsidiariesSubsidiaries and Affiliated Entities, is an individual or entity (“Person”) that is, or is owned 50 percent or more or controlled by a Person that isthat: (A) Is or has been the target of or subject of to any sanctions administered or enforced by the U.S. government, including but not limited to, the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) or the U.S. Department of State (including but not limited to the designation as a “specially designated national” or “blocked person”), the U.S. Department of Commerce, the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), or (B) is or has been located, organized or resident in or otherwise affiliated with a country country, region or territory that is the target of or subject of to Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and SyriaSyria (each, a “Sanctioned Country”)). (ii) The Company represents and covenants that neither it nor any of the Company and its subsidiaries willSubsidiaries and Affiliated Entities will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country country, region or territory that, at the time of such funding or facilitationfacilitation is, is or whose government is, subject to or the subject target of Sanctions; (B) to fund , or facilitate, directly is owned 50 percent or indirectly, any transaction that is prohibited under the Bribery Actmore or controlled by such a Person; or (CB) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Company represents and covenants that, for the past 5 five years, neither it nor any of the Company and its subsidiaries has knowingly Subsidiaries and Affiliated Entities have not engaged in, is are not now knowingly engaged in, or and will not engage in, any dealings or transactions directly or indirectly (a) with any Person, or in any country or territory, that Person which at the time of the dealing or transaction is subject to or was the subject target of Sanctions, or is owned 50 percent or more or controlled by a Person who is subject to or the target of Sanctions; or (b) in, with, or relating to any country, region or territory which at the time of the dealing or transaction is a Sanctioned Country.

Compliance with Sanctions. (i) The Company represents that neither Neither the Company nor any of its subsidiaries norSubsidiaries (collectively, the “Entity”) or, to the knowledge of the Company’s knowledge, any director, officer, employee, agent, affiliate or representative of the Company or any of its subsidiariesEntity, is an individual a government, individual, or entity (in this Section ‎2(bb), “Person”) that is, or is owned or controlled by a Person that is: (A) currently the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”)Control, the United Nations Security Council (“UNSC”)Council, the European Union (“EU”)Union, Her Majesty’s Treasury (“HMT”)Treasury, the Swiss Secretariat of Economic Affairs or other relevant sanctions authority (collectively, “Sanctions”), ornor (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan and Syria)Sanctions. (ii) The Company represents and covenants that neither it nor any of its subsidiaries willthe Entity will not, directly or indirectly, knowingly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or 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, directly or indirectly, any transaction that is prohibited under the Bribery Act; or (CB) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Company represents and covenants that, except as detailed in the General Disclosure Package and the Final Offering Memorandum, for the past 5 five years, neither it nor any of its subsidiaries the Entity has not knowingly engaged in, in and is not now knowingly engaged in, or will engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with Sanctions. (i) The Company represents that neither None of the Company nor Company, any of its subsidiaries noror any director, officer, or employee thereof, nor to the knowledge of the CompanyCompany or any of its subsidiaries, any director, officer, employee, agent, affiliate or representative agent of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (A) currently the subject or target of any sanctions administered or enforced by the U.S. Department of Treasury’s government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union (“EU”)Union, Her Majesty’s Treasury (“HMT”), ) or other relevant sanctions authority (collectively, collectively “Sanctions”), or (B) nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions (Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan Syria and SyriaCrimea (each, a “Sanctioned Country”). (ii) The ; and the Company represents and covenants that neither it nor any of its subsidiaries willwill not, directly or or, to its knowledge, indirectly, use the proceeds of the offeringoffering and sale of the Offered Securities by the Company, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: person or entity (Ai) to fund or facilitate any finance the activities of or business of or with any Person or in any country or territory person that, at the time of such funding or facilitation, is the subject or target of any Sanctions; , in violation of applicable Sanctions; (Bii) to fund or facilitate, directly facilitate any activities of or indirectly, business in any transaction that is prohibited under the Bribery Act; or Sanctioned Country in violation of applicable Sanctions or (Ciii) in any other manner that will result in a violation of Sanctions by any Person person (including any Person person participating in the offeringtransaction, whether as underwriter, advisor, investor or otherwise). (iii) The Company represents and covenants that, for of applicable Sanctions. For the past 5 five years, neither it nor any of the Company and its subsidiaries has have not knowingly engaged in, is are not now knowingly engaged in, or will engage in, any dealings or transactions with any Personperson, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions, in violation of applicable Sanctions.

Compliance with Sanctions. (i1) The Company represents that neither Neither the Company nor any of its subsidiaries norControlled Entities, to the knowledge of the Company, nor any director, officer, employee, agent, affiliate or representative officer of the Company or any of its subsidiariesControlled Entities, nor, to the best of the Company’s knowledge, any employee, agent, affiliate, representative or other person associated with or acting on behalf of the Company or any of its Controlled Entities, is an individual or entity (“Person”) that is, or is owned or controlled by a Person one or more Persons that isare: (A) the subject or the target of any sanctions administered or enforced by the U.S. government, including but not limited to the Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person,” the United Nations Security Council (“UNSC”), the European Union (“EU”), or Her Majesty’s Treasury (“HMT”), or other relevant applicable sanctions authority (collectively, “Sanctions”), ornor (B) located, organized or resident in a country country, region or territory that is is, or whose government is, the subject or the target of Sanctions (including, without limitation, the Crimea, so-called Donetsk People’s Republic, so-called Luhansk People’s Republic of Ukraine, Cuba, Iran, North Korea, Sudan Korea and Syria).; (ii2) The Company represents and covenants that neither it nor any of the Company and its subsidiaries willControlled Entities will not, directly or indirectly, use the proceeds of the offeringoffering of the Offered Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, including the Controlled Entities: (A) to fund or facilitate any activities or business of or with any Person or in any country country, region or territory that, at the time of such funding or facilitation, is is, or whose government is, the subject or the target of Sanctions; (B) to fund or facilitate, directly or indirectly, any transaction that is prohibited under the Bribery Act; or (CB) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offeringoffering of the Offered Shares, whether as underwriter, advisor, investor or otherwise).; (iii3) The Company represents and covenants that, for the past 5 five years, neither it nor any of the Company and its subsidiaries has Controlled Entities have not knowingly engaged in, is are not now knowingly engaged in, or and will not engage in, any dealings or transactions with any Person, or in any country country, region or territory, that at the time of the dealing or transaction is or was was, or whose government was, the subject or the target of Sanctions; (4) Each of the Company and the Controlled Entities has instituted and maintained policies and procedures designed to ensure continued compliance therewith and with the representation and warranty contained herein; and (5) Other than with respect to the Underwriters, as to which the Company makes no representation, none of the issue and sale of the Offered Shares, the execution, delivery and performance of this Agreement, the consummation of any other transaction contemplated hereby, or the provision of services contemplated by this Agreement to the Company will result in a violation of any of the Sanctions.

Compliance with Sanctions. (i) The Company represents that neither None of the Company nor Company, any of its subsidiaries norsubsidiaries, directors or officers or, to the knowledge of the Company, any directorcontrolled affiliate, officer, employee, agent, affiliate agent or representative employee of the Company or any of its subsidiaries, subsidiaries (A) is an individual or entity (“Person”) that is, is currently identified in any list of designated Persons related to economic or is owned financial sanctions or controlled by a Person that is: (A) the subject of any sanctions trade embargoes administered or enforced by the U.S. Department of Treasury’s Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the U.S. Department of State, the United Nations Security Council (“UNSC”)Kingdom, the European Union (“EU”), Her Majesty’s Treasury (“HMT”)Union, or the United Nations or any other relevant sanctions authority (collectively, “Sanctions” and “Sanctions Authorities,” respectively), or is 50-percent or more owned by any such Person (each a “Sanctioned Person”), or (B) is located, organized or resident in in, or is 50-percent or more owned by a Person located, organized, or resident in, a country or territory that is itself the subject of comprehensive Sanctions (including, without limitationcurrently, Cuba, Iran, North Korea, Sudan Syria, and Syria). the Crimea region of Ukraine) (iieach a “Sanctioned Country”) or (C) has received written notice of, or is are aware of, any claim, action, suit, proceeding or investigation against it with respect to Sanctions by any Sanctions Authority. The Company represents and covenants that neither it nor any will not use all or part of its subsidiaries will, directly or indirectly, use the proceeds of the offeringoffering of the Total Shares hereunder, or will permit its subsidiaries to use all or part of the proceeds of the offering of the Total Shares hereunder, directly or knowingly indirectly, to lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund person or facilitate any activities entity, for the purpose of financing 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 facilitatefacilitating, directly or indirectly, the activities or business or trade with any transaction that is prohibited under the Bribery Act; or (C) Sanctioned Person or in any other Sanctioned Country, or in a manner that will result in a violation of Sanctions by would otherwise cause any Person (including any Person participating involved in or facilitating the offeringoffering of the Total Shares, whether as underwriter, advisor, investor underwriter or otherwise). (iii) The to violate applicable Sanctions. None of the Company, any of its subsidiaries, directors or officers, or, to the knowledge of the Company, any controlled affiliate, agent or employee of the Company represents and covenants that, for the past 5 years, neither it nor or any of its subsidiaries has (A) is directly or knowingly indirectly engaged in, is now knowingly engaged in, or will engage in, in any dealings or transactions with any Person, Sanctioned Country or Sanctioned Person in violation of applicable Sanctions; or (B) is otherwise directly or knowingly indirectly engaged in any country or territory, that at the time activities in violation of the dealing or transaction is or was the subject of applicable Sanctions.;

Compliance with Sanctions. (iA) The Company represents that neither Neither the Company nor any of its subsidiaries subsidiaries, nor any director, officer or employee thereof nor, to the knowledge of the Company’s knowledge, any director, officer, employee, agent, affiliate affiliate, representative or representative other person acting on behalf of the Company or any of its subsidiaries, subsidiaries is an individual or entity (“Person”) that is, or is 50% or more owned or controlled by a Person that is: : (Ai) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”)Control, the United Nations Security Council (“UNSC”)Council, the European Union (“EU”)Union, Her Majesty’s Treasury (“HMT”)Treasury, Global Affairs Canada or other relevant sanctions authority (collectively, “Sanctions”), or nor (Bii) located, organized or resident in a country or territory that is the subject of comprehensive economic Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan Syria and Syriathe Crimea (each, a “Sanctioned Territory”). (iiB) The Company represents and covenants that neither it nor any of its subsidiaries willwill not, directly or indirectly, use the proceeds of the offeringoffering contemplated herein, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: : (Ai) to fund or facilitate any unauthorized 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 in any Sanctioned Territory; or (B) to fund or facilitate, directly or indirectly, any transaction that is prohibited under the Bribery Act; or (Cii) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offeringoffering contemplated herein, whether as agent, underwriter, advisor, investor or otherwise). (iiiC) The Company represents and covenants that, for For the past 5 five years, neither it nor any of the Company and its subsidiaries has have not knowingly engaged in, is are not now knowingly engaged in, or and will not engage in, any direct or indirect dealings or transactions with any Person, or in any country or territory, that at the time violation of the dealing or transaction is or was the subject of applicable Sanctions.

Compliance with Sanctions. (i1) The Company represents that neither Neither the Company nor any of its subsidiaries norand VIEs, to the knowledge of the Company, nor any director, officer, employee, agent, affiliate director or representative officer of the Company or any of its subsidiariessubsidiaries and VIEs, nor, to the best of the Company’s knowledge, any employee, agent, affiliate, representative or other person associated with or acting on behalf of the Company or any of its subsidiaries and VIEs, is an individual or entity (“Person”) that is, or is owned 50% or more or controlled by a Person that is: (A) the subject or the target of any sanctions administered or enforced by the U.S. government, including but not limited to the Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person,” the United Nations Security Council (“UNSC”), the European Union (“EU”), or Her Majesty’s Treasury (“HMT”), or other relevant applicable sanctions authority (collectively, “Sanctions”), ornor (B) located, organized or resident in a country country, region or territory that is is, or whose government is, the subject or the target of Sanctions (including, without limitation, the Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan Korea and Syria).; (ii2) The Company represents and covenants that neither it nor any of the Company and its subsidiaries willand VIEs will not, directly or indirectly, use the proceeds of the offeringoffering of the Offered Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, including the subsidiaries and VIEs: (A) to fund or facilitate any activities or business of or with any Person or in any country country, region or territory that, at the time of such funding or facilitation, is is, or whose government is, the subject or the target of Sanctions; (B) to fund or facilitate, directly or indirectly, any transaction that is prohibited under the Bribery Act; or (CB) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offeringoffering of the Offered Shares, whether as underwriter, advisor, investor or otherwise).; (iii3) The Company represents and covenants that, for the past 5 five years, neither it nor any of the Company and its subsidiaries has and VIEs have not knowingly engaged in, is are not now knowingly engaged in, or and will not engage in, any dealings or transactions with any Person, or in any country country, region or territory, that at the time of the dealing or transaction is or was was, or whose government was, the subject or the target of Sanctions; (4) Each of the Company and the subsidiaries and VIEs has instituted and maintained policies and procedures designed to ensure continued compliance therewith and with the representation and warranty contained herein; and (5) None of the issue and sale of the Offered Shares, the execution, delivery and performance of this Agreement, the consummation of any other transaction contemplated hereby, or the provision of services contemplated by this Agreement to the Company will result in a violation of any of the Sanctions.

Compliance with Sanctions. (iA) The Company represents that neither Neither the Company nor any of its subsidiaries the Controlled Entities, nor any director, officer or employee thereof, nor, to the Company’s best knowledge of the Companyafter due inquiry, any director, officer, employee, agent, affiliate or representative of the Company or any of its subsidiariesthe Controlled Entities, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (Ai) the subject or target of any sanctions administered or enforced by the U.S. government, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”)and the U.S. Department of State, the United Nations Security Council (“UNSC”)Council, the European Union (“EU”)Union, Her Majesty’s Treasury (“HMT”)Treasury, or other relevant sanctions authority (collectively, “Sanctions”), ornor (Bii) located, organized or resident in a country or territory that is is, or whose government is, the subject of Sanctions (including, without limitation, the Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan and Syria).; (iiB) The Company represents and covenants that neither it nor any of its subsidiaries willthe Company and the Controlled Entities will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, including the Controlled Entities: (Ai) to fund or 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 is, or whose government is, the subject or target of Sanctions; (B) to fund or facilitate, directly or indirectly, any transaction that is prohibited under the Bribery Act; or (Cii) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).; and (iiiC) The Company represents and covenants that, for the past 5 five years, neither it nor any of its subsidiaries has knowingly the Company and the Controlled Entities have not engaged in, is are not now knowingly engaged in, or and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was was, or whose government was, the subject of Sanctions.

Compliance with Sanctions. (i) The Company represents that neither Neither the Company nor any of its subsidiaries Subsidiaries and Affiliated Entities, nor any director, officer, or employee thereof, nor, to the knowledge of the Company, any director, officer, employee, agent, affiliate affiliate, representative or representative other person associated with or acting on behalf of the Company or any of its subsidiariesSubsidiaries and Affiliated Entities, is an individual or entity (“Person”) that is, or is owned or controlled by a any Person that isthat: (A) Is or has been the target of or subject of to any sanctions administered or enforced by the U.S. government, including but not limited to, the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State and the U.S. Department of Commerce, the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority authorities (collectively, “Sanctions”), or (B) is or has been located, organized or resident in or otherwise affiliated with a country or territory that is the target of or subject of to Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria). (ii) The Company represents and covenants that neither it nor any of the Company and its subsidiaries willSubsidiaries and Affiliated Entities will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitationfacilitation is, is or whose government is, the target of or subject of to Sanctions; (B) to fund or facilitate, directly or indirectly, any transaction that is prohibited under the Bribery Act; or (CB) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Company represents and covenants that, for the past 5 five years, neither it nor any of the Company and its subsidiaries has knowingly Subsidiaries and Affiliated Entities have not engaged in, is are not now knowingly engaged in, or and will not engage in, any dealings or transactions directly or knowingly indirectly with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the target of or subject to Sanctions or any entity owned or controlled by a Person who is the target of or subject to Sanctions.

Compliance with Sanctions. (i) The Company represents that neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, nor any director, officer, employee, agent, affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: is (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority ) (collectively, “Sanctions”), or or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria). (ii) The Company represents and covenants that neither it nor any of its subsidiaries will, directly or indirectly, use the proceeds of the offeringOffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: Person (A) to fund or 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) to fund or facilitate, directly or indirectly, any transaction that is prohibited under the Bribery Act; or (C) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offeringOffering, whether as underwriter, advisor, investor or otherwise). (iii) The Company represents and covenants that, that for the past 5 five years, neither it nor any of its subsidiaries has knowingly engaged in, is now knowingly engaged in, or will engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with Sanctions. (i1) The Company represents that neither Neither the Company nor any of its subsidiaries norSubsidiaries, to the knowledge of the Company, nor any director, officer, employee, agent, affiliate director or representative officer of the Company or any of its subsidiariesSubsidiaries, nor, to the best of the Company’s knowledge, any employee, agent, affiliate, representative or other person acting for or on behalf of the Company or any of its Subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (A) the subject or the target of any sanctions administered or enforced by the U.S. government, including but not limited to the Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person,” the United Nations Security Council (“UNSC”), the European Union (“EU”), or Her Majesty’s Treasury (“HMT”), or other relevant applicable sanctions authority (collectively, “Sanctions”), ornor (B) located, organized or resident in a country country, region or territory that is is, or whose government is, the subject or the target of Sanctions (including, without limitation, the Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan Korea and Syria).; (ii2) The Company represents and covenants that neither it nor any of the Company and its subsidiaries willSubsidiaries will not, directly or indirectly, use the proceeds of the offeringoffering of the Offered Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, including the Subsidiaries: (A) to fund or facilitate any activities or business of or with any Person or in any country country, region or territory that, at the time of such funding or facilitation, is is, or whose government is, the subject or the target of Sanctions; (B) to fund or facilitate, directly or indirectly, any transaction that is prohibited under the Bribery Act; or (CB) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offeringoffering of the Offered Shares, whether as underwriter, advisor, investor or otherwise).; (iii3) The Company represents and covenants that, for the past 5 five years, neither it nor any of the Company and its subsidiaries has Subsidiaries have not knowingly engaged in, is are not now knowingly engaged in, or and will not engage in, any dealings or transactions with any Person, or in any country country, region or territory, that at the time of the dealing or transaction is or was was, or whose government was, the subject or the target of Sanctions; (4) Each of the Company and the Subsidiaries has instituted and maintained policies and procedures designed to ensure continued compliance therewith and with the representation and warranty contained herein; and (5) None of the issue and sale of the Offered Shares, the execution, delivery and performance of this Agreement, the consummation of any other transaction contemplated hereby, or the provision of services contemplated by this Agreement to the Company will result in a violation of any of the Sanctions.

Compliance with Sanctions. (i1) The Company represents that neither Neither the Company nor any of its subsidiaries norControlled Entities, to the knowledge of the Company, nor any director, officer, employee, agent, affiliate officer or representative employee of the Company or any of its subsidiariesControlled Entities, nor, to the best of the Company’s knowledge, any agent, affiliate, representative or other person associated with or acting on behalf of the Company or any of its Controlled Entities, is an individual or entity (“Person”) that is, or is owned 50% or more or controlled by a Person that is: (A) the subject or the target of any sanctions administered or enforced by the U.S. government, including but not limited to the Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person,” the United Nations Security Council (“UNSC”), the European Union (“EU”), or Her Majesty’s Treasury (“HMT”), or other relevant applicable sanctions authority (collectively, “Sanctions”), ornor (B) located, organized or resident in a country country, region or territory that is is, or whose government is, the subject or the target of Sanctions (including, without limitation, the Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan Korea and Syria).; (ii2) The Company represents and covenants that neither it nor any of the Company and its subsidiaries willControlled Entities will not, directly or indirectly, use the proceeds of the offeringoffering of the Offered Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, including the Controlled Entities: (A) to fund or facilitate any activities or business of or with any Person or in any country country, region or territory that, at the time of such funding or facilitation, is is, or whose government is, the subject or the target of Sanctions; (B) to fund or facilitate, directly or indirectly, any transaction that is prohibited under the Bribery Act; or (CB) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offeringoffering of the Offered Shares, whether as underwriter, advisor, investor or otherwise).; (iii3) The Company represents and covenants that, for the past 5 five years, neither it nor any of the Company and its subsidiaries has Controlled Entities have not knowingly engaged in, is are not now knowingly engaged in, or and will not engage in, any dealings or transactions with any Person, or in any country country, region or territory, that at the time of the dealing or transaction is or was was, or whose government was, the subject or the target of Sanctions; (4) [Each of the Company and the Controlled Entities has instituted and maintained policies and procedures designed to ensure continued compliance therewith and with the representation and warranty contained herein; and (5) None of the issue and sale of the Offered Shares, the execution, delivery and performance of this Agreement, the consummation of any other transaction contemplated hereby, or the provision of services contemplated by this Agreement to the Company will result in a violation of any of the Sanctions.]