Common use of Economic Sanctions Clause in Contracts

Economic Sanctions. (i) None of the Company, the Sponsor, any director, director nominee or officer or, to the Company’s knowledge, any agent or affiliate of the Company is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons that are (A) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, 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 and Syria). (ii) The Company will not, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other 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) 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 has not knowingly engaged in, is not now knowingly engaged in, 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 of Sanctions. (uu) Lending Relationships; Use of Proceeds. Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company (i) does not have any material lending or other relationship with any bank or lending affiliate of any of the Underwriters and (ii) does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of any of the Underwriters.

Economic Sanctions. (i) None Neither the Company nor any of its subsidiaries, nor any director or officer, nor, to the knowledge of the Company, the Sponsoror any of its subsidiaries, any directoremployee, director nominee agent, affiliate or officer or, to the Company’s knowledge, any agent or affiliate representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons a Person that are (A) is: the subject or target of any sanctions administered or enforced by the U.S. Department of government (including, without limitation, the Treasury’s Office of Foreign Assets ControlControl of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or (B) any of its subsidiaries 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 Korea, Syria and SyriaCrimea (each a “Sanctioned Country”). (ii) The ; and the Company will not, directly or indirectly, use the proceeds of the Offeringoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other 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 or target of any Sanctions; (ii) to fund or (B) facilitate any activities or business in any Sanction Country; or 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 For the past five years, the Company has and its subsidiaries have not knowingly engaged in, is are not now knowingly engaged in, 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 of Sanctions. (uu) Lending Relationships; Use of Proceeds. Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company (i) does not have any material lending or other relationship with any bank or lending affiliate target of any of the Underwriters and (ii) does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of any of the Underwriters.Sanctions;

Economic Sanctions. (i) None Neither the Company nor any of its Subsidiaries thereof, nor, to the knowledge of the Company, the SponsorCompany or any of its Subsidiaries, any director, director nominee officer or officer oremployee, to the Company’s knowledgeagent, any agent affiliate or affiliate representative of the Company or any of its Subsidiaries is an a government, individual or entity (“Person”) that is, or is owned or controlled by one an individual or more Persons entity that are is (Ai) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets ControlControl of the U.S. Treasury Department, the United Nations Security Council, the European Union, Her Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions”), or nor (Bii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, CrimeaBurma/Myanmar, Cuba, Iran, Libya, North Korea Korea, Sudan, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, and Syriathe so-called Luhansk People’s Republic). (ii) The Company and its Subsidiaries have not engaged in, and are not now engaged in, and will not engage in any dealings or transactions with any government, individual or entity, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions, and have instituted and maintain policies and procedures designed to promote and achieve compliance with such Sanctions. The Company and its Subsidiaries will not, directly or indirectly, use the proceeds of the Offeringissuance and sale of the Offered Securities, 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 government, 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 will result in a violation of Sanctions by any Person government, individual or entity (including any Person government, individual or entity participating in the Offeringoffering, whether as underwriter, advisor, investor or otherwise). (iii) The Company has not knowingly engaged in, is not now knowingly engaged in, 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 of Sanctions. (uu) Lending Relationships; Use of Proceeds. Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company (i) does not have any material lending or other relationship with any bank or lending affiliate of any of the Underwriters and (ii) does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of any of the Underwriters.

Economic Sanctions. (i) None Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, the Sponsor, any director, director nominee or officer orofficer, to the Company’s knowledge, any agent or controlled affiliate of the Company or any of its subsidiaries is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons that are (A) the currently subject of to any sanctions imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority Treasury (collectively, “SanctionsOFAC”), or (B) located, organized or resident in a country or territory that is ); and the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) The Company will not, not directly or indirectly, indirectly use the proceeds of the Offeringthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate person, for the purpose of financing the activities of any activities or business of or with any Person or person 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 will result in a violation of Sanctions any economic sanctions imposed by any Person the United States (including any Person 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, “Sanctioned Persons”), or, to the knowledge of the Company, would result in the imposition of Sanctions against any person participating in the Offeringoffering, whether as underwriter, advisor, investor or otherwise. Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee or controlled 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”). (iii) The Company Except as has not knowingly engaged in, been disclosed to the Representative or is not now knowingly material to the analysis under any Sanctions, neither the Company nor any of its subsidiaries has engaged in, and will not knowingly engage in, in any dealings or transactions with any or for the benefit of a Sanctioned Person, or with or in any country or territorya Sanctioned Country, that at the time of the dealing or transaction is or was the subject of Sanctions. (uu) Lending Relationships; Use of Proceeds. Except as disclosed in the Registration Statementpreceding five years, the Statutory Prospectus and the Prospectus, nor do the Company (i) does not or any of its subsidiaries have any material lending plans to increase their dealings or other relationship transactions with any bank Sanctioned Persons, or lending affiliate of any of the Underwriters and (ii) does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of any of the Underwriterswith or in Sanctioned Countries.

Economic Sanctions. (i) None Neither the Company nor the Sponsor, nor any director, officer or employee thereof, nor, to the knowledge of the Company, Company or the Sponsor, any directordirector nominee, director nominee agent, affiliate or officer or, to the Company’s knowledge, any agent or affiliate representative of the Company or the Sponsor, is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons a Person that are (A) is: the subject or target of any U.S. sanctions administered or enforced by the U.S. Department of government (including, without limitation, the Treasury’s Office of Foreign Assets ControlControl of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, the Hong Kong Monetary Authority, the Monetary Authority of Singapore, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or (B) the Sponsor 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 Korea, Sudan, Syria and SyriaCrimea (each a “Sanctioned Country”). (ii) The ; and the Company will not, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other 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 or target of any Sanctions; (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (Biii) 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 For the past five years, the Company has and the Sponsor have not knowingly engaged in, is are not now knowingly engaged in, 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. (uu) Lending Relationships; Use of Proceeds. Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company (i) does not have any material lending or other relationship with any bank or lending affiliate of any of the Underwriters and (ii) does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of any of the Underwriters...

Economic Sanctions. (i) None of (x) the Company, GC Early Venture, the SponsorSponsor and the Foundation, (y) to the knowledge of the Company, any affiliates of the Company, GC Early Venture, the Sponsor and the Foundation or (z) any director, director nominee or officer or, to the knowledge of the Company’s knowledge, any agent agent, employee or affiliate of the Company other person associated with or acting on behalf thereof is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons that are (A) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, 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 and Syria). (ii) The Company will not, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other 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) 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 has not knowingly engaged in, is not now knowingly engaged in, 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 of Sanctions. (uu) Lending Relationships; Use of Proceeds. Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company (i) does not have any material lending or other relationship with any bank or lending affiliate of any of the Underwriters and (ii) does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of any of the Underwriters.

Economic Sanctions. (i) None of Neither the CompanyCompany and its Subsidiaries, the Sponsor, any director, director nominee or officer ornor, to the Company’s knowledge, any agent of their respective director, officer, agent, employee or affiliate other authorized person acting on behalf of the Company is an individual or entity Company: (“Person”i) that is, or is controlled (within the meaning of the Executive Orders or regulations promulgating such economic sanctions or the laws authorizing such promulgation) or 50% or more owned in the aggregate by or controlled by is acting on behalf of, one or more Persons individuals or entities that are (A) currently the subject of any sanctions administered or enforced by the U.S. Department United States (including, without limitation, any sanctions promulgated by any Executive Order issued by the President of the TreasuryUnited States or administered by the United States Treasury Department’s Office of Foreign Assets ControlControl or the U.S. Department of State), Her Majesty’s Treasury, the Cayman Islands, the PRC, the United Nations Security Council, the European Union, Her Majesty’s Treasury, Union or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”)) or (ii) has, within the last five (5) years, done any business with or involving the government of, or (B) locatedany person or project located in, organized or resident in a any country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) The Company will not, directly or indirectly, use the proceeds of the Offeringwas, 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 thatwhose government was, at the such time of such funding or facilitation, is the subject of Sanctions; or (B) 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 has not knowingly engaged in, is not now knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any Person, or supported or facilitated any such business or project, in any country or territoryeach case other than as permitted under such Sanctions. Within the past five (5) years, that at to the time knowledge of the dealing or transaction is or was Company, it has neither been the subject of any governmental investigation or inquiry regarding compliance with Sanctions nor has it been assessed any fine or penalty in regard to compliance with Sanctions. (uu) Lending Relationships; Use of Proceeds. Except as disclosed in The proceeds from the Registration Statement, the Statutory Prospectus and the Prospectus, the Company (i) does not have any material lending or other relationship with any bank or lending affiliate of any offering of the Underwriters Shares contemplated hereby will not be used to fund any operations in, to finance any investments, projects or activities in, or to make any payments to, any country, or to make any payments to, or finance any activities with, any Sanctioned Person. The Company maintains and (ii) does not intend has implemented adequate internal controls and procedures to monitor and audit transactions that are reasonably designed to detect and prevent any use any of the proceeds from the sale offering of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of Shares contemplated hereby that is inconsistent with any of the UnderwritersCompany’s representations and obligations under this Section 3.14 or in the Company SEC Documents.

Economic Sanctions. (i) None Neither the Company nor any of the Companyits subsidiaries, the Sponsor, any director, director nominee or officer or, to the Company’s knowledge, any controlled affiliate, employee, agent or affiliate representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons that are are: (A) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Controlcontrol (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European UnionUnion (“EU”), Her Majesty’s Treasury, Treasury (“UK 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 (Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea and SyriaSyria (each, a “Sanctioned Country”). ; (ii) The the Company will not, directly or indirectly, use the proceeds of the Offeringoffering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: Person (A) to fund or facilitate any 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 Sanctions; (B) to fund or facilitate any activities of or business in any Sanctioned Country; or (BC) in any other manner that will result in a violation of Sanctions by any Person (including any Person person participating in the Offeringtransaction, whether as underwriter, advisor, investor or otherwise). ) of Sanctions; and (iii) The for the past five years, the Company has and its subsidiaries have not knowingly engaged in, is in and are not now knowingly engaged in, and will not knowingly engage in, in any dealings or transactions with any Person, or in any country or territory, person that at the time of the dealing or transaction is or was the subject or the target of Sanctions. (uu) Lending Relationships; Use of Proceeds. Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company (i) does not have any material lending Sanctions or other relationship with any bank or lending affiliate of any of the Underwriters and (ii) does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of any of the UnderwritersSanctioned Country.

Economic Sanctions. As of the date of this Agreement, (i) None neither the Company nor any of the Companyits subsidiaries, the Sponsor, nor any director, director nominee officer, or officer oremployee thereof, nor, to the Company’s knowledge, any agent agent, affiliate or affiliate 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 one 50% or more owned, directly or indirectly, by a Person or Persons that are is or are: (A) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets ControlControl (OFAC), the United Nations Security CouncilCouncil (UN), the European UnionUnion (EU), Her Majesty’s TreasuryTreasury (UK HMT), the Swiss Secretariat of Economic Affairs (SECO), the Hong Kong Monetary Authority (HKMA), the Monetary Authority of Singapore (MAS), or other relevant sanctions authority (collectively, “Sanctions”), or nor (B) located, organized or resident in a country or territory that is itself the subject of Sanctions (including, without limitation, Crimeathe Balkans, Belarus, Burma, Cote D’Ivoire (Ivory Coast), Cuba, Democratic Republic of Congo, Iran, Iraq, Liberia, North Korea Korea, Sudan, Syria and SyriaZimbabwe). ; (ii) The the Company will not, directly or indirectly, use the proceeds of the Offeringoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) in order 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 facilitationfunding, is the subject of Sanctions in a manner that is prohibited under Sanctions; or (B) in any other manner that will foreseeably result in a violation of Sanctions by any Person (including any Person participating in the Offeringoffering, whether as underwriter, advisor, investor or otherwise). ; and (iii) The for the past five years, the Company has and its subsidiaries have not knowingly engaged in, is are not now knowingly engaged in, 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 of Sanctions in a manner that is prohibited under Sanctions. (uu) Lending Relationships; Use of Proceeds. Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company (i) does not have any material lending or other relationship with any bank or lending affiliate of any of the Underwriters and (ii) does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of any of the Underwriters.

Economic Sanctions. (i) None of the Company, the Sponsor, any independent director, director nominee or officer officer, or, to the Company’s knowledge, any agent or affiliate or representative of the Company is an individual or entity (“Person”) that is, or is owned 50 percent or more or controlled by one or more Persons that are (A) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, 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 limitationat the time of this agreement, Crimea, Cuba, Iran, North Korea and Syria). (ii) The Company will not, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other 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, each of the foregoing to the extent such funding or facilitation would be in violation of applicable Sanctions; or (B) 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 has not knowingly engaged in, is not now knowingly engaged in, 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 of Sanctions, each of the foregoing to the extent such dealing or transaction would be in violation of applicable Sanctions. (uu) Lending Relationships; Use “Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. Department of Proceeds. Except as disclosed in the Registration StatementTreasury's Office of Foreign Assets Control, the Statutory Prospectus and the ProspectusUnited Nations Security Council, the Company (i) does not have any material lending European Union, Her Majesty’s Treasury of the United Kingdom or other relationship with any bank or lending affiliate of any of the Underwriters and (ii) does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of any of the Underwritersrelevant sanctioning authority.

Economic Sanctions. (i) None Neither the Company nor any of the Companyits Subsidiaries, the Sponsor, nor any director, director nominee or officer orthereof, nor, to the Company’s knowledge, any agent or affiliate knowledge of the Company or any of its Subsidiaries, any 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 one or more Persons a Person that are (A) is: the subject or target of any U.S. sanctions administered or enforced by the U.S. Department of government (including, without limitation, the Treasury’s Office of Foreign Assets ControlControl of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, the Hong Kong Monetary Authority, the Monetary Authority of Singapore, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or (B) any of its Subsidiaries 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 Korea, Sudan, Syria and SyriaCrimea (each a “Sanctioned Country”). (ii) The ; and the Company and Spinal Elements, Inc. will not, directly or indirectly, use the proceeds of the Offeringoffering, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, 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 or target of any Sanctions; (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (Biii) 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 For the past five years, the Company has and its Subsidiaries have not knowingly engaged in, is are not now knowingly engaged in, 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. (uu) Lending Relationships; Use of Proceeds. Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company (i) does not have any material lending or other relationship with any bank or lending affiliate of any of the Underwriters and (ii) does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of any of the Underwriters.

Economic Sanctions. (i) None Neither the Company nor any of the Companyits subsidiaries, the Sponsor, nor any director, director nominee officer, or officer oremployee thereof, to the Company’s knowledgeor any of its subsidiaries, any agent agent, controlled affiliate or affiliate representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons a Person that are (A) is: the subject or target of any U.S. sanctions administered or enforced by the U.S. Department of government (including, without limitation, the Treasury’s Office of Foreign Assets ControlControl of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, the Hong Kong Monetary Authority, the Monetary Authority of Singapore, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or (B) any of its subsidiaries 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 Korea, Sudan, Syria and SyriaCrimea (each a “Sanctioned Country”). (ii) The ; and the Company will not, directly or indirectly, use the proceeds of the Offeringoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other 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 or target of any Sanctions; (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (Biii) 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 For the past five years, the Company has and its subsidiaries have not knowingly engaged in, is are not now knowingly engaged in, 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. (uu) Lending Relationships; Use of Proceeds. Except as disclosed in the Registration StatementSanctions or a Sanctioned Country, the Statutory Prospectus and the Prospectus, the Company (i) does not have any material lending or other relationship with any bank or lending affiliate of any of the Underwriters and (ii) does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of any of the Underwritersrespectively.

Economic Sanctions. (i) None Neither the Company nor any of the Companyits subsidiaries, the Sponsor, nor any director, director nominee officer, or officer oremployee thereof, nor, to the Company’s knowledge, any agent or affiliate knowledge of the Company or any of its subsidiaries, 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 one or more Persons a Person that are (A) is: the subject or target of any U.S. sanctions administered or enforced by the U.S. Department of government (including, without limitation, the Treasury’s Office of Foreign Assets ControlControl of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Federal Republic of Germany, the Swiss Secretariat of Economic Affairs or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or (B) any of its subsidiaries 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 Korea, Syria and SyriaCrimea (each a “Sanctioned Country”). (ii) The ; and the Company will not, directly or indirectly, use the proceeds of the Offeringoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other 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 or target of any Sanctions; (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (Biii) 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 has and its subsidiaries have not for the past five years knowingly engaged in, is are not now knowingly engaged in, 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. (uu) Lending Relationships; Use For the avoidance of Proceeds. Except as disclosed in doubt, this representation is made to the Registration Statement, the Statutory Prospectus and the Prospectus, the Company (i) extent it does not have any material lending or other relationship with any bank or lending affiliate of any result in a violation of the Underwriters and Council Regulation (iiEC) does not intend to use any No. 2271/96 of November 22, 1996, Section 7 of the proceeds from the sale of the Offered Securities hereunder to repay German Foreign Trade Ordinance (Außenwirtschaftsverordnung – AWV) or any outstanding debt owed to any affiliate of any of the Underwritersother similar and applicable anti-boycott law or regulation.

Economic Sanctions. (i) None Neither the Company nor any director, officer or employee, nor, to the knowledge of the Company, the Sponsorany agent, any director, director nominee affiliate or officer or, to representative of the Company’s knowledge, any agent or affiliate of the Company is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons a Person that are (A) is: the subject or target of any U.S. sanctions administered or enforced by the U.S. Department of government (including, without limitation, the Treasury’s Office of Foreign Assets ControlControl of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, the Hong Kong Monetary Authority, the Monetary Authority of Singapore, or other relevant sanctions authority (collectively, “Sanctions”), or (B) nor is the Company 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 Korea, Sudan, Syria and SyriaCrimea (each a “Sanctioned Country”). (ii) The ; and the Company will not, directly or indirectly, use the proceeds of the Offeringoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other 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 or target of any Sanctions; (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (Biii) 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 For the past five years, the Company has not knowingly engaged in, is not now knowingly engaged in, 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. (uu) Lending Relationships; Use of Proceeds. Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company (i) does not have any material lending or other relationship with any bank or lending affiliate of any of the Underwriters and (ii) does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of any of the Underwriters.

Economic Sanctions. (i) None Neither the Company nor any of the Companyits Subsidiaries, the Sponsor, nor any director, director nominee officer, or officer oremployee thereof, nor, to the Company’s knowledge, any agent agent, affiliate or affiliate representative of the Company or any of its Subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons a Person that are is (A) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets ControlControl (OFAC), the United Nations Security CouncilCouncil (UN), the European UnionUnion (EU), Her Majesty’s TreasuryTreasury (UK HMT), the Swiss Secretariat of Economic Affairs (SECO), the Hong Kong Monetary Authority (HKMA), the Monetary Authority of Singapore (MAS), or other relevant sanctions authority (collectively, “Sanctions”), or nor (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Crimea, Cuba, Iran, North Korea Korea, Sudan and Syria). (ii) The Company will not, directly or indirectly, use the proceeds of the Offeringoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other 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) 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 For the past five years, the Company has and its subsidiaries have not knowingly engaged in, is are not now knowingly engaged in, 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 of Sanctions. (uu) Lending Relationships; Use of Proceeds. Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company (i) does not have any material lending or other relationship with any bank or lending affiliate of any of the Underwriters and (ii) does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of any of the Underwriters.

Economic Sanctions. (i) None of the CompanyCompany or any of its subsidiaries or controlled affiliates, the Sponsor, or any director, director nominee officer, or officer employee thereof, or, to the Company’s knowledge, any agent or affiliate representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons that are are: (A) the subject or target of any U.S. sanctions administered or enforced by the U.S. Department of government (including, without limitation, the Treasury’s Office of Foreign Assets ControlControl of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, the Hong Kong Monetary Authority, the Monetary Authority of Singapore, or other relevant sanctions authority (collectively, “Sanctions”), or (B) 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 Korea, Syria, the Crimea region, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and Syriaany other region of Ukraine identified pursuant to Executive Order 14065 (each a “Sanctioned Territory”). (ii) The ; and the Company will not, directly or indirectly, use the proceeds of the Offeringissuance and sale of the Shares, 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 or target of any Sanctions; (ii) to fund or facilitate any activities of or business in any Sanctioned Territory or (Biii) 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 has and each of its subsidiaries have not knowingly engaged in, is are not now knowingly engaged in, 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. (uu) Lending Relationships; Use of Proceeds. Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company (i) does not have any material lending or other relationship with any bank or lending affiliate of any of the Underwriters and (ii) does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of any of the Underwriters.

Economic Sanctions. (i) None Neither the Company nor any of the Controlled Entities, nor any director, officer, or employee thereof, nor, to the knowledge of the Company, the Sponsorany agent, any director, director nominee affiliate or officer or, to the Company’s knowledge, any agent or affiliate representative of the Company or any of the Controlled Entities, is an individual or entity (“Person”) that is, or is owned 50% or more or controlled by one or more Persons a Person that are (A) is: the subject or target of any U.S. sanctions administered or enforced by the U.S. Department of government (including, without limitation, the Treasury’s Office of Foreign Assets ControlControl of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or (B) any of the Controlled Entities located, organized or resident in a country or territory that is is, or whose government is, the subject or target of Sanctions (as of the date hereof, including, without limitation, Crimea, Cuba, Iran, North Korea Korea, Syria and SyriaCrimea region of Ukraine (each a “Sanctioned Country”). (ii) The ); and the Company represents and covenants that the Company and the Controlled Entities will not, directly or indirectly, use the proceeds of the Offeringoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other 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 is, or whose government is, the subject or target of any Sanctions; (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (Biii) 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 has and the Controlled Entities, for the past five years, have not knowingly engaged in, is are not now knowingly engaged in, 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 was, or whose government was, the subject or target of Sanctions. (uu) Lending Relationships; Use of Proceeds. Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company (i) does not have any material lending or other relationship with any bank or lending affiliate of any of the Underwriters and (ii) does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of any of the Underwriters.

Economic Sanctions. (i) None Neither the Company nor any director, officer, or employee thereof, nor, to the knowledge of the Company, the Sponsorany agent, any director, director nominee affiliate or officer or, to representative of the Company’s knowledge, any agent or affiliate of the Company is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons a Person that are (A) is: the subject or target of any U.S. sanctions administered or enforced by the U.S. Department of government (including, without limitation, the Treasury’s Office of Foreign Assets ControlControl of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, the Hong Kong Monetary Authority, the Monetary Authority of Singapore, or other relevant sanctions authority (collectively, “Sanctions”), or (B) nor is the Company 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 Korea, Syria and SyriaCrimea (each, a “Sanctioned Country”). (ii) The ; and the Company will not, directly or indirectly, use the proceeds of the Offeringoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other 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 or target of any Sanctions; (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (Biii) 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 For the past five years, the Company has not knowingly engaged in, is are not now knowingly engaged in, 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. (uu) Lending Relationships; Use of Proceeds. Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company (i) does not have any material lending or other relationship with any bank or lending affiliate of any of the Underwriters and (ii) does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of any of the Underwriters.

Economic Sanctions. (i) None Neither the Company nor any of the Companyits subsidiaries, the Sponsor, nor any director, director nominee officer, or officer oremployee thereof, nor, to the Company’s knowledge, any agent or affiliate knowledge of the Company or any of its subsidiaries, 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 one or more Persons a Person that are (A) is: the subject or target of any U.S. sanctions administered or enforced by the U.S. Department of government (including, without limitation, the Treasury’s Office of Foreign Assets ControlControl of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her His Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, the Hong Kong Monetary Authority, the Monetary Authority of Singapore, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or (B) any of its subsidiaries 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 Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065 (each a “Sanctioned Country”); and Syria). (ii) The the Company will not, directly or indirectly, use the proceeds of the Offeringoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other 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 or target of any Sanctions; (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (Biii) 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 Since its date of incorporation, the Company has and its subsidiaries have not knowingly engaged in, is are not now knowingly engaged in, 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. (uu) Lending Relationships; Use of Proceeds. Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company (i) does not have any material lending or other relationship with any bank or lending affiliate of any of the Underwriters and (ii) does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of any of the Underwriters.

Economic Sanctions. (i) None Neither the Company nor the Sponsor, nor any director, officer or employee thereof, nor, to the knowledge of the Company, Company or the Sponsor, any directordirector nominee, director nominee agent, affiliate or officer or, to the Company’s knowledge, any agent or affiliate representative of the Company or the Sponsor, is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons a Person that are (A) is: the subject or target of any U.S. sanctions administered or enforced by the U.S. Department of government (including, without limitation, the Treasury’s Office of Foreign Assets ControlControl of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, the Hong Kong Monetary Authority, the Monetary Authority of Singapore, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or (B) the Sponsor 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 Korea, Sudan, Syria and SyriaCrimea (each a “Sanctioned Country”). (ii) The ; and the Company will not, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other 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 or target of any Sanctions; (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (Biii) 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 For the past five years, the Company has and the Sponsor have not knowingly engaged in, is are not now knowingly engaged in, 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. (uu) Lending Relationships; Use of Proceeds. Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company (i) does not have any material lending or other relationship with any bank or lending affiliate of any of the Underwriters and (ii) does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of any of the Underwriters.