Common use of Export Control Laws Clause in Contracts

Export Control Laws. The Company and each of its Subsidiaries has at all times conducted its export transactions in accordance with (i) all applicable U.S. export and reexport controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (ii) all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: (a) The Company and each of its Subsidiaries has obtained all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Entity required for (i) the export and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (b) The Company and each of its Subsidiaries is in compliance with the terms of all applicable Export Approvals; (c) There are no pending or, to the Company’s Knowledge, threatened claims against the Company or any Subsidiary with respect to such Export Approvals; (d) To the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may give rise to any future claims; and (e) No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, or such Export Approvals can be obtained expeditiously without material cost.

Export Control Laws. (a) The Company and each of its Subsidiaries has at all times conducted its export transactions in accordance with (i) all applicable U.S. export and reexport controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (ii) all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: (ai) The the Company and each of its Subsidiaries has obtained all export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications declarations and filings with any Governmental Entity Authority required for (ix) the export export, import and reexport of products, services, software and technologies and (iiy) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (bii) The the Company and each of its Subsidiaries is in compliance with the terms of all applicable Export Approvals; (ciii) There there are no pending or, to the Knowledge of the Company’s Knowledge, threatened claims against the Company or any Subsidiary with respect to such Export Approvals; (div) To to the Knowledge of the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may give rise to any future claims; and (ev) No no Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, or such Export Approvals can be obtained expeditiously without material cost. (b) Section 3.21(b) of the Company Disclosure Schedule sets forth the true, complete and accurate export control classifications applicable to the Company’s products, services, software and technologies.

Export Control Laws. The Each of the Company and each of its Subsidiaries (x) is conducting its export transactions in accordance in all material respects, and (y) has at all times conducted its export transactions in accordance accordance, other than as would not reasonably be expected to have a Material Adverse Effect on the Company, with (i) all applicable U.S. export and reexport controlsre-export control laws and, including to the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (ii) Knowledge of the Company, all other applicable import/export controls in other countries in which the Company conducts and its Subsidiaries conduct business. Without limiting the foregoing:. (ai) The Each of the Company and each of its Subsidiaries has obtained obtained, and is in material compliance with, all material export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Entity required for (iA) the export and reexport re-export of products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (bii) The Company and each As of its Subsidiaries is in compliance with the terms of all applicable Export Approvals; (c) There date hereof, there are no pending or, to the Knowledge of the Company’s Knowledge, threatened claims or legal actions against the Company or any Subsidiary with respect to alleging a violation of such Export Approvals; (d) To Approvals or the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or export control laws of any Subsidiary’s export transactions that may give rise to any future claimsGovernmental Entity; and (eiii) No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are requiredrequired by the consummation of the Merger, or other than such Export Approvals can the failure of which to obtain would not, individually or in the aggregate, be obtained expeditiously without material costreasonably expected to have a Material Adverse Effect on the Company.

Export Control Laws. The Company and each of its Subsidiaries has at all times as to which the applicable statute of limitations has not yet expired, conducted its export transactions materially in accordance with (i) all applicable U.S. export and reexport controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (ii) all other applicable import/export controls in other countries in which the Company conducts material business. Without limiting the foregoing: (a) The Company and each of its Subsidiaries has obtained obtained, and is in material compliance with, all material export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Entity required for (i) the export and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (b) The Company and each of its Subsidiaries is in compliance with the terms of all applicable Export Approvals; (c) There are no pending or, to the Company’s Knowledge, threatened claims against the Company or any Subsidiary with respect to such Export Approvals; (dc) To the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may give rise to any future claims; and (ed) No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, or such Export Approvals can be obtained expeditiously without material cost.

Export Control Laws. The Except as set forth in Section 4.21 of the Disclosure Schedule, the Company and each of its Subsidiaries has have at all times conducted its their export transactions materially in accordance with (i) all applicable U.S. export and reexport re-export controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (ii) all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: (a) The Company and each of its Subsidiaries has obtained have obtained, and are in material compliance with, all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Entity required for (i) the export and reexport re-export of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (b) The Company and each of its Subsidiaries is in compliance with the terms of all applicable Export Approvals; (c) There are no pending or, to the Company’s Knowledge, threatened claims against the Company or any Subsidiary with respect to such Export Approvals; (c) To the Company’s Knowledge, as of the date hereof, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that have given rise to any material claims; (d) To No Export Approvals for the transfer of material export licenses to Parent, Purchaser or the Surviving Corporation are required; and (e) Neither the Company nor any Subsidiary has made any voluntary self-disclosures to any Governmental Entity regarding the Company’s or any Subsidiary’s export transactions, and, to the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may give rise to for which the Company should make any future claims; and (e) No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, or such Export Approvals can be obtained expeditiously without material costvoluntary self-disclosures.

Export Control Laws. The Company and each of its Subsidiaries has at all times conducted its export transactions in accordance in all respects with (i) all applicable provisions of U.S. export and reexport re-export controls, including the United States Export Administration Act and Regulations and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and (ii) other controls administered by the U.S. Department of Commerce and/or the U.S. Department of State and all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: : (ai) The the Company represents and each of its Subsidiaries warrants that it has never shipped, delivered, transferred, or otherwise made any Company Products available for download outside the United States and Canada or to any foreign nationals located in the United States or abroad and as such has not obtained all any export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications declarations and filings with any Governmental Entity required for (iA) the export, import and re-export and reexport of products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the United States and abroad (collectively, “Export Approvals”); , (bii) The Company and each of its Subsidiaries is in compliance with the terms of all applicable Export Approvals; (c) There there are no pending or, to the knowledge of the Company’s Knowledge, threatened claims against the Company or any Subsidiary with respect to the absence of such Export Approvals; , (diii) To the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may would reasonably be expected to give rise to any future claims; and claims and (eiv) No no Export Approvals for the transfer of export licenses to Parent Acquirer or the Surviving Corporation are required, or except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. The Company and each of its Subsidiaries has at all times conducted its export transactions in accordance in all respects with (i) all applicable U.S. provisions of United States export and reexport re-export controls, including the United States Export Administration Act and Regulations and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and (ii) other controls administered by the United States Department of Commerce and/or the United States Department of State and all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: : (ai) The the Company and each of its Subsidiaries has obtained all export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications declarations and filings with any Governmental Entity required for (iA) the export, import and re-export and reexport of products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the United States and abroad (collectively, “Export Approvals”); , (bii) The the Company and each of its Subsidiaries is in compliance with the terms of all applicable Export Approvals; , (ciii) There there are no pending or, to the knowledge of the Company’s Knowledge, threatened claims against the Company or any Subsidiary with respect to such Export Approvals; , (div) To the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may would reasonably be expected to give rise to any future claims; and claims and (ev) No no Export Approvals for the transfer of export licenses to Parent Acquirer, any of its Affiliates or the Surviving Corporation are required, or except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. The Company conducts, and each of its Subsidiaries has at all times conducted during the past five (5) years has conducted, its export transactions in accordance with (ia) all applicable U.S. export and reexport re-export controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (iib) all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the generality of the foregoing: (a) The Company and each of its Subsidiaries has obtained all export licenses, license exceptions exceptions, permits and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Entity Body required for (i) the export and reexport re-export of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (b) The Company and each of its Subsidiaries is in compliance with the terms of all applicable Export Approvals; (c) There are no pending or, to the Company’s Knowledge, threatened claims against the Company or any Subsidiary with respect to such Export Approvals; (d) To the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may give rise to any future claims; and (e) No Export Approvals for the transfer of export licenses to Parent or the the, Surviving Corporation are required, or such Export Approvals can be obtained expeditiously without material cost.

Export Control Laws. The During the five (5) years prior to the Agreement Date, the Company and each of its Subsidiaries Subsidiary has at all times conducted its export transactions in accordance in all material respects with (i) all applicable U.S. provisions of United States export and reexport re-export controls, including the United States Export Administration Act Act, and Regulations and the Export Administration Regulations, the regulations administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), the International Traffic in Arms Regulations and (ii) other controls administered by OFAC, the United States Department of Commerce, the United States Department of State and all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: : (ai) The the Company and each of its Subsidiaries Subsidiary has obtained all material export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications declarations and filings with any Governmental Entity required for (iA) the export, import and re-export and reexport of products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the United States and abroad (collectively, “Export Approvals”); , (bii) The the Company and each of its Subsidiaries Subsidiary is in material compliance with the terms of all applicable Export Approvals; , (ciii) There there are no pending or, to the knowledge of the Company’s Knowledge, threatened claims against the Company or any Subsidiary with respect to such Export Approvals; , (div) To to the knowledge of the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may would reasonably be expected to give rise to any future claims; and enforcement action by a Governmental Entity and (ev) No no Export Approvals for the transfer of export licenses to Parent Acquirer or the Surviving Corporation are required, or except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. The Each of the Company and each of its Subsidiaries Subsidiary has at all times conducted its export transactions in accordance in all respects with (i) all applicable U.S. provisions of United States export and reexport re-export controls, including the United States Export Administration Act and Regulations and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and (ii) other controls administered by the United States Department of Commerce and/or the United States Department of State and all other applicable import/export controls in other countries in which the Company or any Subsidiary conducts business. Without limiting the foregoing: : (a) The the Company and each of its Subsidiaries has obtained all export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications declarations and filings with any Governmental Entity required for (i) the export, import and re-export and reexport of products, services, software and technologies the Company Products and (ii) releases of technologies and software to foreign nationals located in the United States and abroad Company Products (collectively, “Export Approvals”); , (b) The the Company and each of its Subsidiaries is in compliance with the terms of all applicable Export Approvals; , (c) There there are no pending or, to the Knowledge of the Company’s Knowledge, threatened claims against the Company or any Subsidiary with respect to such Export Approvals; , (d) To the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may would reasonably be expected to give rise to any future claims; and claims and (e) No no Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, or except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. The Each of the Company and each of its Subsidiaries (x) is conducting its export transactions in accordance in all material respects, and (y) has at all times conducted its export transactions in accordance accordance, other than as would not reasonably be expected to have a Material Adverse Effect on the Company, with (i) all applicable U.S. export and reexport controlsre-export control laws and, including to the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (ii) Knowledge of the Company, all other applicable import/export controls in other countries in which the Company conducts and its Subsidiaries conduct business. Without limiting the foregoing:. (ai) The Each of the Company and each of its Subsidiaries has obtained obtained, and is in material compliance with, all material export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Entity required for (iA) the export and reexport re-export of products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (bii) The Company and each As of its Subsidiaries is in compliance with the terms of all applicable Export Approvals; (c) There date hereof, there are no pending or, to the Knowledge of the Company’s Knowledge, threatened claims or legal actions against the Company or any Subsidiary with respect to alleging a violation of such Export Approvals; (d) To Approvals or the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or export control laws of any Subsidiary’s export transactions that may give rise to any future claimsGovernmental Entity; and (eiii) No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are requiredrequired by the consummation of the Merger, or other than such Export Approvals can the failure of which to obtain would not, individually or in the aggregate, be obtained expeditiously without material costreasonably expected to have a Material Adverse Effect on the Company.

Export Control Laws. The Each Group Company and each of its Subsidiaries has at all times conducted its export transactions in accordance in all respects with (i) all applicable U.S. provisions of European Union, United Kingdom and United States export and reexport re-export controls, including the United States European Union Dual-Use Regulation (Council Regulation (EC) No 428/2009), Export Administration Act and Regulations and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and (ii) other controls administered by the U.S. Department of Commerce and/or the U.S. Department of State and all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: : (ai) The Company and each of its Subsidiaries has the Group Companies have obtained all export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications declarations and filings with any Governmental Entity required for (iA) the export, import and re-export and reexport of products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the United States and abroad (collectively, “Export Approvals”); , (bii) The each Group Company and each of its Subsidiaries is in compliance with the terms of all applicable Export Approvals; , (ciii) There there are no pending or, to the knowledge of the Company’s Knowledge, threatened claims against the any Group Company or any Subsidiary with respect to such Export Approvals; , (div) To the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the any Group Company’s or any Subsidiary’s export transactions that may would reasonably be expected to give rise to any future claims; and claims and (ev) No no Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation Purchaser are required, or except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. The Company and each of its Subsidiaries Each Seller has at all times conducted its export transactions in accordance with (i) all applicable U.S. provisions of United States export and reexport re-export controls, including the United States Export Administration Act and Regulations and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and (ii) other controls administered by the United States Department of Commerce and/or the United States Department of State and all other applicable import/export controls in other countries in which the Company either Seller conducts business. Without limiting the foregoing: : (a) The Company and each of its Subsidiaries Seller has obtained all applicable export and import licenses, license exceptions and other consents, notices, waivers, approvals, ordersOrders, authorizationsAuthorizations, registrations, declarations, classifications declarations and filings with any Governmental Government Entity required for (i) the export, import and re-export and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located Business Products in the United States and abroad manner in which Sellers’ business is currently being conducted (collectively, “Export Approvals”); , (b) The Company and each of its Subsidiaries Seller is in compliance in all material respects with the terms of all applicable Export Approvals; , (c) There there are no pending or, to the Company’s Sellers’ Knowledge, threatened or anticipated claims against the Company or any Subsidiary either Seller with respect to such Export Approvals; , and (d) To the Company’s to Sellers’ Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiaryeither Seller’s export transactions that may could reasonably be expected to give rise to any future claims; and (e) No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, or such Export Approvals can be obtained expeditiously without material cost.

Export Control Laws. The Company Parent and each of its Subsidiaries has at all times have in the past six (6) years conducted its export and re-export transactions in accordance in all material respects with (ix) all applicable U.S. export and reexport controlsre-export control Laws, including the United States Export Administration Act Regulations maintained by the U.S. Department of Commerce, trade and Regulations and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control Control, and the International Traffic in Arms Regulations maintained by the Department of State, and (iiy) all other applicable import/export controls in other countries in which the Company conducts Parent and each of its Subsidiaries conduct business. Without limiting the foregoing: , (ai) The Company Parent and each of its Subsidiaries has have in the past three (3) years obtained all material export and import licenses, license exceptions and other consents, notices, waivers, approvals, ordersOrders, authorizationsAuthorizations, registrations, declarations, classifications declarations and filings with any Governmental Entity required for (iA) the any export, import and re-export and reexport of products, services, software Software and technologies and (iiB) releases of technologies and software Software to foreign nationals located in the United States and abroad (“Export Approvals”); ; (bii) The Company Parent and each of its Subsidiaries is are in compliance with the terms of all applicable Export Approvals; ; (ciii) There there are no pending or, to the Company’s KnowledgeKnowledge of Parent, threatened claims against the Company Parent or any Subsidiary of its Subsidiaries with respect to such Export Approvals; Approvals or export or re-export transactions; (div) To the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may give rise to any future claims; and (e) No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, or if required, such Export Approvals can be obtained expeditiously without material cost; and (v) there are no export control classifications applicable to Parent’s and each of its Subsidiaries’ products, services, Software and technologies.

Export Control Laws. The Company and each of its Subsidiaries has have at all times conducted its export and re-export transactions in accordance with (ix) all applicable U.S. export and reexport controlsre-export control Legal Requirements, including the United States Export Administration Act Regulations maintained by the U.S. Department of Commerce, trade and Regulations and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control Control, and the International Traffic in Arms Regulations maintained by the Department of State, and (iiy) all other applicable import/export controls in other countries in which the Company conducts and each of its Subsidiaries conduct business. Without limiting the foregoing: , (ai) The the Company and each of its Subsidiaries has have obtained all export and import licenses, license exceptions and other consents, notices, waivers, approvals, ordersOrders, authorizations, registrations, declarations, classifications declarations and filings with any Governmental Entity required for (iA) the export, import and re-export and reexport of products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); ; (bii) The the Company and each of its Subsidiaries is are in compliance with the terms of all applicable Export Approvals; ; (ciii) There as of the Agreement Date, there are no pending or, to the Company’s Knowledge, threatened claims against the Company or any Subsidiary of its Subsidiaries with respect to such Export Approvals; Approvals or export or re-export transactions; (div) To the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may give rise to any future claims; and (e) No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, or if required, such Export Approvals can be obtained expeditiously without material cost; and (v) Section 2.20(b) of the Disclosure Schedule sets forth as of the Agreement Date the true, correct and complete export control classifications applicable to the Company’s and each of its Subsidiaries’ products, services, software and technologies.

Export Control Laws. The Company and each of its Subsidiaries has have at all times conducted its export and re-export transactions in accordance in all material respects with (ix) all applicable U.S. export and reexport controlsre-export control Legal Requirements, including the United States Export Administration Act Regulations maintained by the U.S. Department of Commerce, trade and Regulations and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control Control, and the International Traffic in Arms Regulations maintained by the Department of State, and (iiy) all other applicable import/export controls in other countries in which the Company conducts and each of its Subsidiaries conduct business. Without limiting the foregoing: , (ai) The the Company and each of its Subsidiaries has have obtained all export and import licenses, license exceptions and other consents, notices, waivers, approvals, ordersOrders, authorizations, registrations, declarations, classifications declarations and filings with any Governmental Entity required for (iA) the export, import and re-export and reexport of products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); ; (bii) The the Company and each of its Subsidiaries is are in compliance in all material respects with the terms of all applicable Export Approvals; ; (ciii) There as of the Agreement Date, there are no pending or, to the Company’s Knowledge, threatened claims against the Company or any Subsidiary of its Subsidiaries with respect to such Export Approvals; Approvals or export or re-export transactions; (div) To the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may give rise to any future claims; and (e) No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, or if required, such Export Approvals can be obtained expeditiously without material cost; and (v) Section 2.20(b) of the Disclosure Schedule sets forth as of the Agreement Date the true, correct and complete export control classifications applicable to the Company’s and each of its Subsidiaries’ products, services, software and technologies.

Export Control Laws. The Each of the Company and each of its the Company Subsidiaries has at all times conducted its export and re-export transactions in accordance compliance with (ix) all applicable U.S. export and reexport controlsre-export control Legal Requirements, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (iiy) all other applicable import/export controls in other countries in which the Company or any Company Subsidiaries conducts businessbusiness or owns assets. Without limiting the foregoing: , (ai) The each of the Company and each of its the Company Subsidiaries has obtained all export and import licenses, license exceptions and other consents, notices, waivers, approvals, ordersOrders, authorizations, registrations, declarations, classifications declarations and filings with any Governmental Entity required by applicable Law for (iA) the export, import and re-export and reexport of products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); , (bii) The each of the Company and each of its the Company Subsidiaries is in compliance with the terms of all applicable Export Approvals; , (ciii) There there are no pending or, to the Company’s Knowledgeknowledge, threatened claims against the Company or any Company Subsidiary with respect to such Export Approvals; Approvals or export or re-export transactions, (div) To the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may give rise to any future claims; and (e) No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation Acquiror are required, or if required, such Export Approvals can are reasonably expected to be obtained expeditiously without material cost; and (v) Section 2.9(b) of the Disclosure Schedule sets forth the true, correct and complete export control classifications applicable to the Company’s and the Company Subsidiaries’ products, services, software and technologies.

Export Control Laws. The Each of the Company and each of its Subsidiaries Subsidiary has at all times conducted its export transactions in accordance in all material respects with applicable provisions of United States export control laws and regulations, including (i) all applicable U.S. export and reexport controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and Regulations; (ii) economic sanctions regulations and Executive Orders administered by the U.S. Treasury Department’s Office of Foreign Assets Control; (iii) the International Traffic in Arms Regulations; and (iv) all other applicable import/export controls in other countries comparable Laws of each jurisdiction outside the U.S. in which the Company conducts businessor its Subsidiary does or has done business (directly or indirectly). Without limiting the foregoing: , (ai) The the Company and each of its Subsidiaries has Subsidiary have obtained all export licenses, license exceptions registrations, commodity classifications and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Entity approvals required for (i) the export and reexport its exports of products, services, software and technologies and reexports of such items between third (3rd) countries; (ii) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (b) The Company and each of its Subsidiaries is Subsidiary are in compliance in all material respects with the terms of all applicable Export Approvals; export licenses, license exceptions or other approvals; (ciii) There there are no pending or, to the Company’s KnowledgeKnowledge of the Company and its Subsidiary, threatened claims or investigations against the Company or any Subsidiary with respect to such Export Approvals; (d) To the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any its Subsidiary’s export transactions; (iv) neither the Company nor its Subsidiary has engaged in any transactions that may give rise involving, or otherwise dealt directly or indirectly with, any Restricted Parties or with Cuba, Iran, North Korea, Sudan, Syria or the Crimea region of Ukraine; (v) no current or past officer, director or employee of the Company or its Subsidiary is or has been a Restricted Party or national or resident of Cuba, Iran, North Korea, Sudan, Syria or the Crimea region of Ukraine; (vi) neither the Company nor its Subsidiary is nor was required to any future claimsbe registered with the U.S. Department of State under the International Traffic in Arms Regulations; and and (evii) No Export Approvals no consents or approvals for the transfer of export licenses to Parent or the Surviving Corporation Acquirer are required, or except for such Export Approvals consents and approvals that can be obtained expeditiously without material cost.

Export Control Laws. The Company and each of its Subsidiaries has at all times have in the past three (3) years conducted its export and re-export transactions in accordance in all material respects with (ix) all applicable U.S. export and reexport controlsre-export control Legal Requirements, including the United States Export Administration Act Regulations maintained by the U.S. Department of Commerce, trade and Regulations and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control Control, and the International Traffic in Arms Regulations maintained by the Department of State, and (iiy) all other applicable import/export controls in other countries in which the Company conducts and each of its Subsidiaries conduct business. Without limiting the foregoing: , (ai) The the Company and each of its Subsidiaries has have in the past three (3) years obtained all material export and import licenses, license exceptions and other consents, notices, waivers, approvals, ordersOrders, authorizations, registrations, declarations, classifications declarations and filings with any Governmental Entity required for (iA) the export, import and re-export and reexport of products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); ; (bii) The the Company and each of its Subsidiaries is are in compliance with the terms of all applicable Export Approvals; ; (ciii) There there are no pending or, to the Company’s Knowledge, threatened claims against the Company or any Subsidiary of its Subsidiaries with respect to such Export Approvals; Approvals or export or re-export transactions; (div) To the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may give rise to any future claims; and (e) No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation LLC are required, or if required, such Export Approvals can be obtained expeditiously without material cost; and (v) Section 2.20(b) of the Disclosure Schedule sets forth the true, correct and complete export control classifications applicable to the Company’s and each of its Subsidiaries’ products, services, software and technologies.

Export Control Laws. The Company and each of its Subsidiaries has at all times conducted its export transactions in accordance in all respects with (i) all applicable provisions of U.S. export and reexport re-export controls, including the United States Export Administration Act and Regulations and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and (ii) other controls administered by the U.S. Department of Commerce or the U.S. Department of State and all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: : (ai) The the Company and each of its Subsidiaries has obtained all export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications declarations and filings with any Governmental Entity required for (iA) the export, import and re-export and reexport of products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the United States and abroad (collectively, “Export Approvals”); , (bii) The the Company and each of its Subsidiaries is in compliance with the terms of all applicable Export Approvals; , (ciii) There there are no pending or, to the knowledge of the Company’s Knowledge, threatened claims against the Company or any Subsidiary with respect to such Export Approvals; , (div) To the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may would reasonably be expected to give rise to any future claims; and claims and (ev) No no Export Approvals for the transfer of export licenses to Parent Acquirer or the First Step Surviving Corporation are required, or except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. The Company and each of its Subsidiaries has at all times conducted its export transactions in accordance with (i) all applicable U.S. export and reexport controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (ii) all other applicable import/export controls in other countries in which the Company or any of its Subsidiaries conducts business. Without limiting the foregoing: (a) The Company and each of its Subsidiaries has obtained all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications declarations and filings with any Governmental Entity required for (i) the export and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (b) The Company and each of its Subsidiaries is in compliance with the terms of all applicable Export Approvals; (c) There are no pending or, to the Company’s Knowledge, threatened claims against the Company or any Subsidiary of its Subsidiaries with respect to such Export Approvals; (d) To the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may give rise to any future claims; and (e) No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, or such Export Approvals can be obtained expeditiously without material cost.

Export Control Laws. The Company and each of its Subsidiaries has at all times conducted its export transactions in accordance with (i) all applicable U.S. export and reexport re-export controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations Regulations, and (ii) all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: (a) The Except as set forth in Section 3.31(a) of the Disclosure Schedule, the Company and each of its Subsidiaries has obtained all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications declarations and filings with any Governmental Entity required for (i) the export and reexport re export of products, services, software and technologies technologies, and (ii) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”);. (b) The Except as set forth in Section 3.31(b) of the Disclosure Schedule, the Company and each of its Subsidiaries is in compliance with the terms of all applicable Export Approvals;. (c) There are no pending or, to the Company’s Knowledgeknowledge, threatened claims against the Company or any Subsidiary with respect to such Export Approvals;. (d) To the Company’s Knowledgeknowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may give rise to any future claims; and. (e) No Except as set forth in Section 3.31(e) of the Disclosure Schedule, no Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, or such Export Approvals can be obtained expeditiously without material cost. FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions. (f) Section 3.31(f) of the Disclosure Schedule sets forth the true, complete and accurate export control classifications applicable to the Company’s products, services, software and technologies.

Export Control Laws. The Company and each of its Subsidiaries has at all times conducted its export transactions in accordance in all respects with (i) all applicable provisions of U.S. export and reexport re­export controls, including the United States Export Administration Act and Regulations and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and (ii) other controls administered by the U.S. Department of Commerce or the U.S. Department of State and all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: : (ai) The the Company and each of its Subsidiaries has obtained all export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications declarations and filings with any Governmental Entity required for (iA) the export export, import and reexport re­export of products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the United States and abroad (collectively, “Export Approvals”); , (bii) The the Company and each of its Subsidiaries is in compliance with the terms of all applicable Export Approvals; , (ciii) There there are no pending or, to the knowledge of the Company’s Knowledge, threatened claims against the Company or any Subsidiary with respect to such Export Approvals; , (div) To the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may would reasonably be expected to give rise to any future claims; and claims and (ev) No no Export Approvals for the transfer of export licenses to Parent Acquirer or the First Step Surviving Corporation are required, or except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. The Company and each of its Subsidiaries has have at all times conducted its export and re-export transactions in accordance with (ix) all applicable U.S. export and reexport controlsre-export control Legal Requirements, including the United States Export Administration Act Regulations maintained by the U.S. Department of Commerce, trade and Regulations and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control Control, and the International Traffic in Arms Regulations maintained by the Department of State, and (iiy) all other applicable import/export controls in other countries in which the Company conducts and each of its Subsidiaries conduct business. Without limiting the foregoing: , (ai) The the Company and each of its Subsidiaries has have obtained all export and import licenses, license exceptions and other consents, notices, waivers, approvals, ordersOrders, authorizations, registrations, declarations, classifications declarations and filings with any Governmental Entity required for (iA) the export, import and re-export and reexport of products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); ; (bii) The the Company and each of its Subsidiaries is are in compliance in all material respects with the terms of all applicable Export Approvals; ; (ciii) There there are no pending or, to the Company’s Knowledge, threatened claims against the Company or any Subsidiary of its Subsidiaries with respect to such Export Approvals; Approvals or export or re-export transactions; (div) To the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may give rise to any future claims; and (e) No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, or if required, such Export Approvals can be obtained expeditiously without material cost; and (v) Section 2.21(b) of the Disclosure Schedule sets forth the true, correct and complete export control classifications applicable to the Company’s and each of its Subsidiaries’ products, services, software and technologies.

Export Control Laws. The Company and each of its Subsidiaries has at all times conducted its export transactions in accordance in all respects with (i) all applicable U.S. provisions of United States export and reexport re-export controls, including the United States Export Administration Act and Regulations and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and (ii) other controls administered by the United States Department of Commerce and/or the United States Department of State and all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: : (ai) The the Company and each of its Subsidiaries has obtained all export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications declarations and filings with any Governmental Entity required for (iA) the export, import and re-export and reexport of products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the United States and abroad (collectively, “Export Approvals”); , (bii) The the Company and each of its Subsidiaries is in compliance with the terms of all applicable Export Approvals; , (ciii) There there are no pending or, to the knowledge of the Company’s Knowledge, threatened claims against the Company or any Subsidiary with respect to such Export Approvals; , (div) To the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may would reasonably be expected to give rise to any future claims; and claims and (ev) No no Export Approvals for the transfer of export licenses to Parent Acquirer or the Final Surviving Corporation Entity are required, or except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. The Company and each of its Subsidiaries has at all times conducted its export transactions in accordance with (i) all applicable U.S. export and reexport controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (ii) all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: (a) The Company and each of its Subsidiaries has obtained all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications declarations and filings with any Governmental Entity required for (i) the export and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (b) The Company and each of its Subsidiaries is in compliance with the terms of all applicable Export Approvals; (c) There are no pending or, to the Company’s Knowledge, threatened claims against the Company or any Subsidiary with respect to such Export Approvals; (d) To the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may give rise to any future claims; and; (e) No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, or such Export Approvals can be obtained expeditiously without material cost; and (f) Section 2.26(f) of the Disclosure Schedule sets forth the true, complete and accurate export control classifications applicable to the Company’s products, services, software and technologies.

Export Control Laws. The Each of the Company and each of its Subsidiaries Subsidiary has at all times conducted its export transactions (including any “deemed exports” under Section 734.2(b)(ii) of the Export Administration Regulations (“EAR”) promulgated by the U.S. Bureau of Industry and Security) in accordance with (i) all applicable provisions of U.S. export and reexport re-export controls, including the United States Export Administration Act and Regulations and EAR, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and (ii) other controls administered by the United States Department of Commerce and/or the United States Department of State, and all other applicable import/export controls in other countries in which the Company or any Subsidiary conducts business, except for any such failure(s) to comply that are, individually or in aggregate with any such other failures, are de minimis. Without limiting the foregoing: : (a) The the Company and each of its Subsidiaries has obtained all export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications declarations and filings with any Governmental Entity required for (i) the export, import and re-export and reexport of products, services, software and technologies the Company Products and (ii) releases of technologies and software to foreign nationals located in the United States and abroad Company Products (collectively, “Export Approvals”); , (b) The the Company and each of its Subsidiaries is in compliance with the terms of all applicable Export Approvals; , (c) There there are no pending or, to the Knowledge of the Company’s Knowledge, threatened claims against the Company or any Subsidiary with respect to such Export Approvals; , except for failure(s) to comply with such Export Approvals that, individually or in the aggregate with any such other failures, are de minimis, (d) To to the Knowledge of the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may would reasonably be expected to give rise to any future claims; and claims and (e) No no Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation Purchaser are required, or except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. The Company and each of its the Company Subsidiaries has at all times conducted its export transactions materially in accordance with (ia) all applicable and material U.S. export and reexport controlscontrol Laws and, including (b) to the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (ii) Knowledge of the Company, all other applicable and material import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: (a) The Company and each of its the Company Subsidiaries has obtained obtained, and is in material compliance with, all material export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, notifications, classifications and filings with any Governmental Entity Authority required for (i) the export and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (b) The Company and each of its Subsidiaries is in compliance with the terms of all applicable Export Approvals; (c) There are no pending or, to the Knowledge of the Company’s Knowledge, threatened claims threatened, material Legal Proceedings against the Company or any Subsidiary of the Company Subsidiaries with respect to such Export Approvals; (d) To the Company’s Knowledge, there are no actions, conditions Approvals or circumstances pertaining with respect to the Company’s or export control laws of any Subsidiary’s export transactions that may give rise to any future claimsGovernmental Authority; and (ec) No Export Approvals for the transfer of material export licenses to Parent or the Surviving Corporation are requiredrequired by the consummation of the Merger, or such Export Approvals can be obtained expeditiously in a reasonable timely manner without material cost.

Export Control Laws. The Each of the Company and each of its Subsidiaries has have at all times conducted its their export transactions in accordance with (i1) all applicable U.S. export and reexport re-export controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (ii2) all other applicable import/export controls in other countries in which the Company or any Subsidiary conducts business. Without limiting the foregoing: (a) The Each of the Company and each of its Subsidiaries has have obtained all export licenses, license exceptions exceptions, Permits and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, Consents and classifications and filings with any Governmental Entity required for (i) the export and reexport re-export of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (b) The Each of the Company and each of its Subsidiaries is in compliance with the terms of all applicable Export Approvals; (c) There are no pending or, to the Company’s Knowledgeknowledge, threatened claims against the Company or any Subsidiary of its Subsidiaries with respect to such Export Approvals; (d) To the Company’s Knowledgeknowledge, there are no actionsActions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s of its Subsidiaries’ export transactions that may give rise to any future claims; and (e) No Export Approvals for the transfer of export licenses to Parent the Acquiror, the Interim Surviving Corporation or the Final Surviving Corporation Entity are required, or such Export Approvals can be obtained expeditiously without material cost. (f) Schedule 3.11(f) of the Company Disclosure Schedules sets forth the true, complete and accurate export control classifications applicable to the Company’s products, services, software and technologies.

Export Control Laws. The Company and each of its Subsidiaries has at all times conducted its export transactions in accordance with (i) all applicable U.S. export and reexport re-export controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (ii) all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: (a) The Company and each of its Subsidiaries has obtained all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications declarations and filings with any Governmental Entity required for (i) the export and reexport re-export of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (b) The Company and each of its Subsidiaries is in compliance with the terms of all applicable Export Approvals; (c) There are no pending or, to the Company’s Knowledge, threatened claims against the Company or any Subsidiary with respect to such Export Approvals; (d) To the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may give rise to any future claims; and (e) No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, or such Export Approvals can be obtained expeditiously without material cost. (f) Section 2.26(f) of the Disclosure Schedule sets forth the true, complete and accurate export control classifications applicable to the Company’s products, services, software and technologies.

Export Control Laws. The Each Acquired Company and each of its Subsidiaries has at all times conducted its export transactions in accordance in all respects with (i) all applicable U.S. export provisions of United States export, re-export, and reexport transfer controls, including the United States Export Administration Act and Regulations and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and (ii) other trade controls administered by the United States Department of Commerce and/or the United States Department of State and all other applicable import/export controls in other countries in which the such Acquired Company conducts businessbusiness (collectively, “Export Laws”). Without limiting the foregoing: : (ai) The each Acquired Company and each of its Subsidiaries has obtained or documented all export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications correspondence, and filings with any Governmental Entity Body required for (iA) the export import, export, re-export, and reexport transfer of products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the United States and abroad (collectively, “Export Approvals”); , (bii) The each Acquired Company and each of its Subsidiaries is in compliance with the terms of all applicable Export Approvals; , (ciii) There there are no pending or, to the knowledge of the Company’s Knowledge, threatened claims against the any Acquired Company or any Subsidiary with respect to non-compliance with, or termination of, such Export Approvals; , (div) To the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the any Acquired Company’s or any Subsidiary’s export transactions that may would reasonably be expected to give rise to any future claims; and claims under applicable Export Laws and (ev) No no Export Approvals for the transfer of export licenses to Parent Parent, any of its Affiliates or the Surviving Corporation Company are required, or except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. The Company and each of its Subsidiaries has at all times conducted its export transactions in accordance with (i) all applicable U.S. export and reexport controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (ii) all other applicable import/export controls in other countries in which the Company or any of its Subsidiaries conducts business. Without limiting the foregoing: (a) The Company and each of its Subsidiaries has obtained all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications declarations and filings with any Governmental Entity required for (i) the export and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (b) The Company and each of its Subsidiaries is in compliance with the terms of all applicable Export Approvals; (c) There are no pending or, to the Company’s Knowledge, threatened claims against the Company or any Subsidiary of its Subsidiaries with respect to such Export Approvals; (d) To the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may give rise to any future claims; and; (e) No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, or such Export Approvals can be obtained expeditiously without material cost; and (f) Section 2.26(f) of the Disclosure Schedule sets forth the true, complete and accurate export control classifications applicable to the Company’s products, services, software and technologies.

Export Control Laws. The Company and each of its Subsidiaries has at all times during the past five years, conducted its export transactions in accordance with (i) all applicable U.S. export and reexport controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (ii) all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: (a) The Company and each of its Subsidiaries has obtained all export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications declarations and filings with any Governmental Entity required for (i) the export export, import and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (b) The Company and each of its Subsidiaries is in compliance with the terms of all applicable Export Approvals; (c) There are no pending or, to the Knowledge of the Company’s Knowledge, threatened claims against the Company or any Subsidiary with respect to such Export Approvals; (d) To the Knowledge of the Company’s Knowledge, there are no actions, conditions presently existing facts or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may give rise to would constitute a reasonable basis for any future claims; andclaims with respect to such Export Approvals that would have a material adverse effect on the Company, its business or its financial condition; (e) No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation Company are required, or such Export Approvals can be obtained expeditiously without material cost; and (f) Section 2.25(f) of the Disclosure Schedule sets forth the true, complete and accurate export control classifications applicable to the Company’s products, services, software and technologies.

Export Control Laws. The Company and each of its Subsidiaries has at all times conducted its export transactions in accordance with (i) all applicable U.S. export and reexport re export controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (ii) all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: (a) The Company and each of its Subsidiaries has obtained all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications declarations and filings with any Governmental Entity required for (i1) the export and reexport re export of products, services, software and technologies and (ii2) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (b) The Company and each of its Subsidiaries is in compliance with the terms of all applicable Export Approvals; (c) There are no pending or, to the Knowledge of the Company’s Knowledge, threatened claims against the Company or any Subsidiary of its Subsidiaries with respect to such Export Approvals; (d) To the Knowledge of the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s of its Subsidiaries’ export transactions that may give rise to any future claims; and (e) No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, or such Export Approvals can be obtained expeditiously without material cost. (f) Section 3.23(f) of the Disclosure Schedule sets forth the true, complete and accurate export control classifications applicable to the Company’s or any of its Subsidiaries’ products, services, software and technologies.

Export Control Laws. The Company and each of its Subsidiaries Jiff has at all times conducted its export transactions in accordance in all material respects with (i) all applicable U.S. provisions of United States export and reexport re-export controls, including the United States Export Administration Act and Regulations and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and (ii) other controls administered by the United States Department of Commerce and/or the United States Department of State and all other applicable import/export controls in other countries in which the Company Jiff conducts business. Without limiting the foregoing: : (ai) The Company and each of its Subsidiaries Jiff has obtained all export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications declarations and filings with any Governmental Entity required for (iA) the export, import and re-export and reexport of products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the United States and abroad (collectively, “Export Approvals”); , (bii) The Company and each of its Subsidiaries Jiff is in material compliance with the terms of all applicable Export Approvals; , (ciii) There there are no pending or, to the Company’s Knowledgeknowledge of Jiff, threatened claims in writing against the Company or any Subsidiary Jiff with respect to such Export Approvals; , (div) To the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any SubsidiaryJiff’s export transactions that may would reasonably be expected to give rise to any future claims; and claims and (ev) No no Export Approvals for the transfer of export licenses to Parent Castlight or the Surviving Corporation Entity are required, or except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. The Company and each of its Subsidiaries Subsidiary has at all times conducted its export transactions in accordance accordance, in all material respects, with (i) all applicable U.S. export and reexport re export controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (ii) all other applicable import/export controls in other countries in which the Company or any Subsidiary conducts business. Without limiting the foregoing: (ai) The the Company and each of its Subsidiaries Subsidiary has obtained all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications declarations and filings with any Governmental Entity required for (iA) the export and reexport re export of products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (bii) The the Company and each of its Subsidiaries Subsidiary is in material compliance with the terms of all applicable Export Approvals; (ciii) There there are no pending or, to the Knowledge of the Company’s Knowledge, threatened claims against the Company or any Subsidiary with respect to such Export Approvals; (div) To to the Knowledge of the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s of its Subsidiaries’ export transactions that may give rise to any future claims; and; (ev) No Export Approvals no Consents for the transfer of export licenses to Parent or the Surviving Corporation are required, or such Export Approvals Consents can be obtained expeditiously without material cost; and (vi) Disclosure Schedule 3.1(w) sets forth the true, complete and accurate export control classifications applicable to the Company Products.

Export Control Laws. The Company and each Each of its Subsidiaries the Acquired Companies has at all times conducted its export transactions in accordance in all respects with (i) all applicable U.S. provisions of United States export control laws and reexport controlsregulations, including but not limited to the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (ii) all other applicable import/export controls in other countries in which the Company conducts businessimplementing Export Administration Regulations. Without limiting the foregoing: (a) The Company and each of its Subsidiaries the Acquired Companies has obtained all export licenses, license exceptions licenses and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Entity approvals required for (i) the export and reexport its exports of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in from the United States and abroad (“Export Approvals”)to the jurisdictions in which the Acquired Companies export, or have exported, such products, software or technologies; (b) The Company and each of its Subsidiaries the Acquired Companies is in compliance with the terms of all applicable Export Approvalsexport licenses or other approvals; (c) There there are no pending or, to the knowledge of Company’s Knowledge, threatened claims against any of the Company or any Subsidiary Acquired Companies with respect to such Export Approvalsexport licenses or other approvals; (d) To to the knowledge of Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions of any of the Acquired Companies that may would reasonably be expected to give rise to any future claims; and (e) No Export Approvals no consents or approvals for the transfer of export licenses to Parent or the Surviving Corporation Acquiror are required, or except for such Export Approvals consents and approvals that can be obtained expeditiously without material cost.

Export Control Laws. The Company and each of its Subsidiaries has at all times conducted its export transactions in accordance in all respects with (i) all applicable provisions of U.S. export and reexport re-export controls, including the United States Export Administration Act and Regulations and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and (ii) other controls administered by the U.S. Department of Commerce and/or the U.S. Department of State and all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: : (ai) The the Company and each of its Subsidiaries has obtained all export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications declarations and filings with any Governmental Entity required for (iA) the export, import and re-export and reexport of products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the United States and abroad (collectively, “Export Approvals”); , (bii) The the Company and each of its Subsidiaries is in compliance with the terms of all applicable Export Approvals; , (ciii) There there are no pending or, to the Knowledge of the Company’s Knowledge, threatened claims against the Company or any Subsidiary with respect to such Export Approvals; , (div) To the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may would reasonably be expected to give rise to any future claims; and claims and (ev) No no Export Approvals for the transfer of export licenses to Parent Acquirer, the Surviving Corporation or the Surviving Corporation are required, or except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. The Company and each of its Subsidiaries has at Accelsius have conducted all times conducted its export transactions in accordance with (i) all applicable U.S. provisions of United States export control laws and reexport controlsregulations, including the United States Export Administration Act and Regulations and Regulations, the International Traffic in Arms Regulations, the regulations administered by the Office of Foreign Assets Control Regulations of the U.S. Treasury Department, and (ii) all the export control laws and regulations of any other applicable import/export controls in other countries in which the Company conducts businessjurisdiction. Without limiting the foregoing: : (a) The the Company and each of its Subsidiaries has Accelsius have obtained all export licenses, license exceptions licenses and other consents, notices, waivers, approvals, orderstimely filed all required filings and has assigned the appropriate export classifications to all products, authorizations, registrations, declarations, classifications and filings with any Governmental Entity in each case as required for (i) the export and reexport its exports of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in from the United States and abroad (“Export Approvals”); any other applicable jurisdiction; (b) The the Company and each of its Subsidiaries is Accelsius are in compliance with the terms of all applicable Export Approvals; export licenses, classifications, filing requirements or other approvals; (c) There there are no pending or, to the knowledge of the Company’s Knowledge, threatened claims against the Company or any Subsidiary Accelsius with respect to such Export Approvals; exports, classifications, required filings or other approvals; (d) To there are no pending investigations related to the Company’s Knowledge, or Accelsius’ exports; and (e) there are no actions, conditions conditions, or circumstances pertaining to the Company’s or any Subsidiary’s Accelsius’ export transactions that may would reasonably be expected to give rise to any material future claims; and (e) No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, or such Export Approvals can be obtained expeditiously without material cost.

Export Control Laws. The Company and each of its Subsidiaries has at all times conducted its export transactions transactions, if any, in accordance with within all material respects (i) all applicable U.S. export and reexport controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (ii) all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: (a) The Company and each of its Subsidiaries has obtained all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications declarations and filings with any Governmental Entity required for (i) the export and reexport by the Company of Company products, services, software and technologies and (ii) releases by the Company of Company technologies and software to foreign nationals located in the United States and abroad abroad, the absence of which would constitute a Company Material Adverse Effect (“Export Approvals”); (b) The Company and each of its Subsidiaries is in compliance with the terms of all applicable Export Approvals; (c) There are no pending or, to the Company’s Shareholders’ Knowledge, threatened claims against the Company or any Subsidiary with respect to such Export Approvals; (d) To the Company’s Shareholders’ Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may are reasonably likely to give rise to any future claims; and (e) No Export Approvals for The consummation of the transfer of export transactions contemplated by this Agreement will not require any further such approvals, licenses to Parent or the Surviving Corporation are required, or such Export Approvals can other consents that cannot be obtained expeditiously without material cost. (f) Section 4.26(f) of the Company Disclosure Schedule sets forth the true, complete and accurate export control classifications applicable to the Company’s Products under Swedish law.

Export Control Laws. The Company and each of its Subsidiaries has at all times conducted its export transactions materially in accordance with (i) all applicable U.S. export and reexport re-export controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (ii) all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: (a) : The Company and each of its Subsidiaries has obtained all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Entity required for (i) the export and reexport re-export of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the United States and abroad (“"Export Approvals”"); (b) ; The Company and each of its Subsidiaries is in material compliance with the terms of all applicable Export Approvals; (c) ; There are no pending or, to the Company’s 's Knowledge, threatened claims against the Company or any Subsidiary with respect to such Export Approvals; (d) ; To the Company’s 's Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s 's or any Subsidiary’s 's export transactions that may give rise to any future claims; and (e) and No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, or such Export Approvals can be obtained expeditiously without material cost.

Export Control Laws. The Company and each of its Subsidiaries has at all times conducted its export and reexport transactions in accordance with (i) with all applicable U.S. export and reexport controlscontrol Legal Requirements, including the United States Export Administration Act Regulations maintained by the U.S. Department of Commerce, trade and Regulations and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control Control, and the International Traffic in Arms Regulations maintained by the Department of State, and (ii) all other applicable import/export controls in other countries in which the Company or any of its Subsidiaries conducts business. Without limiting the foregoing: (a) The Company and each of its Subsidiaries has obtained all material export and import licenses, license exceptions and other consents, notices, waivers, approvals, ordersOrders, authorizations, registrations, declarations, classifications declarations and filings with any Governmental Entity required for (i) the export all export, import and reexport of products, services, software and technologies and (ii) releases of technologies and and/or software to foreign nationals located in the United States and abroad (“Export Approvals”); (b) The Company and each of its Subsidiaries is in material compliance and has been for the past five (5) years with the terms and conditions of all applicable Export Approvals; (c) There are no pending or, to the Knowledge of the Company’s Knowledge, threatened claims against the Company or any Subsidiary of its Subsidiaries with respect to such Export ApprovalsApprovals or export and reexport transactions; (d) To the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may give rise to any future claims; and (e) No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, or if required, such Export Approvals can be obtained expeditiously without material cost; and (e) Section 2.25(e) of the Disclosure Schedule sets forth the true, complete and accurate export control classifications applicable to the Company’s products, services, software and technologies.

Export Control Laws. The Company and each of its Subsidiaries has at all times in the past three (3) years conducted its export and re-export transactions in accordance in all material respects with (ix) all applicable U.S. export and reexport controlsre- export control Legal Requirements, including the United States Export Administration Act Regulations maintained by the U.S. Department of Commerce, trade and Regulations and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control Control, and the International Traffic in Arms Regulations maintained by the Department of State, and (iiy) all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: , (ai) The the Company and each of its Subsidiaries has in the past three (3) years obtained all material export and import licenses, license exceptions and other consents, notices, waivers, approvals, ordersOrders, authorizations, registrations, declarations, classifications declarations and filings with any Governmental Entity required for (iA) the any export, import and re-export and reexport of products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); ; (bii) The the Company and each of its Subsidiaries is in compliance respects with the terms of all applicable Export Approvals; ; (ciii) There there are no pending or, to the Company’s Knowledge, threatened claims against the Company or any Subsidiary with respect to such Export Approvals; Approvals or export or re-export transactions; (div) To the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may give rise to any future claims; and (e) No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, or if required, such Export Approvals can be obtained expeditiously without material cost; and (v) Section 2.20(b) of the Disclosure Schedule sets forth the true, correct and complete export control classifications applicable to the Company’s products, services, software and technologies.

Export Control Laws. The Company and each of its Subsidiaries has at all times conducted its export transactions in accordance with (i) all applicable U.S. export and reexport controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (ii) all other applicable import/export controls in other countries in which the Company or any of its Subsidiaries conducts business. Without limiting the foregoing: (a) The Company and each of its Subsidiaries has obtained all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications declarations and filings with any Governmental Entity required for (i) the export and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (b) The Company and each of its Subsidiaries is in compliance with the terms of all applicable Export Approvals; (c) There are no pending or, to the Company’s Knowledge, threatened claims against the Company or any Subsidiary of its Subsidiaries with respect to such Export Approvals; (d) To the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may give rise to any future claims; and; (e) No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation Purchaser are required, or such Export Approvals can be obtained expeditiously without material cost; and (f) Section 2.26(f) of the Disclosure Schedule sets forth the true, complete and accurate export control classifications applicable to the Company Products.

Export Control Laws. The Company and each of its Subsidiaries has at all times have in the past six (6) years conducted its export and re-export transactions in accordance in all material respects with (ix) all applicable U.S. export and reexport controlsre-export control Legal Requirements, including the United States Export Administration Act Regulations maintained by the U.S. Department of Commerce, trade and Regulations and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control Control, and the International Traffic in Arms Regulations maintained by the Department of State, and (iiy) all other applicable import/export controls in other countries in which the Company conducts and each of its Subsidiaries conduct business. Without limiting the foregoing: , (ai) The the Company and each of its Subsidiaries has have in the past three (3) years obtained all material export and import licenses, license exceptions and other consents, notices, waivers, approvals, ordersOrders, authorizations, registrations, declarations, classifications declarations and filings with any Governmental Entity required for (iA) the any export, import and re-export and reexport of products, services, software and technologies and (iiB) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); ; (bii) The the Company and each of its Subsidiaries is are in compliance with the terms of all applicable Export Approvals; ; (ciii) There there are no pending or, to the Company’s Knowledge, threatened claims against the Company or any Subsidiary of its Subsidiaries with respect to such Export Approvals; Approvals or export or re-export transactions; (div) To the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may give rise to any future claims; and (e) No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation LLC are required, or if required, such Export Approvals can be obtained expeditiously without material cost; and (v) Section 2.20(b) of the Disclosure Schedule sets forth the true, correct and complete export control classifications applicable to the Company’s and each of its Subsidiaries’ products, services, software and technologies.

Export Control Laws. The Company and each of its Subsidiaries has at all times conducted its export transactions in accordance with (iy) all applicable U.S. export and reexport controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (iiz) all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: (a) The Company and each of its Subsidiaries has have obtained all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Entity required for (i) the export and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (b) The Company and each of its Subsidiaries is are in compliance with the terms of all applicable Export Approvals; (c) There are no pending or, to the Company’s Knowledge, threatened claims against the Company or any Subsidiary with respect to such Export Approvals; (d) To the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may give rise to any future claims; and (e) No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, or such Export Approvals can be obtained expeditiously without material cost; (e) Neither the Company nor any of its Subsidiaries engages in any boycott activities; and (f) Section 2.26(f) of the Disclosure Schedule sets forth the true, complete and accurate export control classifications applicable to the Company’s products, services, software and technologies.

Export Control Laws. The Company Parent and each of its Subsidiaries Subsidiary thereof has at all times conducted its respective export transactions in accordance with (i) all applicable U.S. provisions of United States export and reexport re-export controls, including the United States Export Administration Act and Regulations and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and (ii) other controls administered by the United States Department of Commerce and/or the United States Department of State and all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: : (a) The Company Parent and each of its Subsidiaries Subsidiary thereof has obtained all applicable export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications declarations and filings with any Governmental Entity Body required for the export, import and re-export of Parent Products (i) the export and reexport of productscollectively, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the United States and abroad (“Parent Export Approvals”); , (b) The Company Parent and each of its Subsidiaries Subsidiary thereof is in material compliance with the terms of all applicable Parent Export Approvals; , (c) There there are no pending or, to the Company’s KnowledgeKnowledge of Parent, threatened claims against the Company Parent or any Subsidiary thereof with respect to such Parent Export Approvals; , and (d) To to the CompanyParent’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s export transactions of Parent or any Subsidiary’s export transactions Subsidiary thereof that may would reasonably be expected to give rise to any future claims; and (e) No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, or such Export Approvals can be obtained expeditiously without material cost.

Export Control Laws. The Since January 1, 2005, the Company and each of its the Company Subsidiaries has at all times conducted its export transactions business in accordance with (i) all applicable provisions of U.S. economic sanctions and export control laws and reexport controlsregulations, including including, without limitation, the United States Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Export Administration Regulations, and Regulations and Office of Foreign Assets Control Regulations regulations (31 CFR Part 500), and (ii) all other applicable import/export controls in other laws of the countries in which the Company where it conducts business. Without limiting the foregoing, since January 1, 2005: (a) The the Company and each of its the Company Subsidiaries has obtained all export licenses, license exceptions registrations and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Entity approvals required for (i) the export and reexport its exports of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in from the United States and abroad (“Export Approvals”)U.S.; (b) The the Company and each of its the Company Subsidiaries is in compliance in all material respects with the terms of all such applicable Export Approvalsexport licenses, registrations or other approvals; (c) There neither the Company nor any of the Company Subsidiaries has received any written communication alleging that it is not or may not be in compliance with, or has, or may have any, liability under any such applicable export licenses, registrations or other approvals; (d) there are no pending or, to the knowledge of the Company’s Knowledge, threatened claims against against, or audits or investigations of, the Company or any Company Subsidiary with respect to such Export Approvals;export licenses, registrations or other approvals; and (de) To to the knowledge of the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s Company Subsidiaries’ export transactions that may would reasonably be expected to give rise to any material future claims; and (e) No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, or such Export Approvals can be obtained expeditiously without material cost.

Export Control Laws. The Company and each of its Subsidiaries has at all times conducted its export transactions in accordance with (i) all applicable U.S. export and reexport controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (ii) all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: (a) The Company and each of its Subsidiaries has obtained all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Entity required for (i) the export and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (b) The Company and each of its Subsidiaries is in compliance with the terms of all applicable Export Approvals; (c) There are no pending or, to the Company’s Knowledge, threatened claims against the Company or any Subsidiary with respect to such Export Approvals; (d) To the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may give rise to any future claims; and (e) No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, or such Export Approvals can be obtained expeditiously without material cost. (f) Section 2.18 of the Company Disclosure Letter sets forth the true, complete and accurate export control classifications applicable to the Company’s products, services, software and technologies.

Export Control Laws. The Company and each of its Subsidiaries has at all times conducted its export transactions in accordance with (i) all applicable U.S. export and reexport re-export controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (ii) all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: (a) The Company and each of its Subsidiaries has obtained all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications declarations and filings with any Governmental Entity required for (i) the export and reexport re-export of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (b) The Company and each of its Subsidiaries is in compliance with the terms of all applicable Export Approvals; (c) There are no pending or, to the Company’s KnowledgeKnowledge of the Company or any of its Subsidiaries, threatened claims against the Company or any Subsidiary with respect to such Export Approvals; (d) To the Company’s KnowledgeKnowledge of the Company or any of its Subsidiaries, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may give rise to any future claims; and (e) No Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, or such Export Approvals can be obtained expeditiously without material cost. (f) Section 2.26(f) of the Disclosure Schedule sets forth the true, complete and accurate export control classifications applicable to the Company’s products, services, software and technologies.