Common use of Export Control Laws Clause in Contracts

Export Control Laws. Each Acquired Entity has at all times conducted its export transactions in accordance with (i) all applicable U.S. export and reexport control and trade sanction laws, including the United States Export Administration Act and Regulations and the Office of Foreign Assets Controls and trade sanctions regulations and (ii) all other applicable import/export control laws in other countries in which each Acquired Entity conducts business. Without limiting the foregoing: (a) Each Acquired Entity has obtained all material export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, and declarations and made any material filings with any Governmental Entity required for (i) the 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) Each Acquired Entity is in compliance, in all material respects, with the terms of all applicable Export Approvals; (c) There are no pending or, to the Knowledge of the Acquired Entities and the Founders, threatened claims against any Acquired Entity with respect to such Export Approvals; (d) No Acquired Entity does business in, either directly or indirectly, nor, to the Knowledge of any Acquired Entity are such Acquired Entity’s products or services being sold, provided, shipped to or otherwise transferred to, directly or indirectly, a country subject to an embargo by the United States, including Iran, Syria, Cuba, Sudan, and North Korea; (e) No Acquired Entity has done business or provided any services to any Person or Entity listed on any of the relevant U.S. Government List of Prohibited Persons, including, but not limited to, the Department of Treasury’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons and Entity List, or on any of the United Nations Sanctions Lists; (f) To the Knowledge of the Acquired Entities and the Founders, there are no presently existing facts or circumstances pertaining to any Acquired Entity’s export transactions that would constitute a reasonable basis for any future claims with respect to such Export Approvals; and (g) No Export Approvals for the transfer of export licenses to Parent, Buyer or any Acquired Entity are required, or such Export Approvals can be obtained expeditiously without material cost. (h) Section 2.23(h) of the Disclosure Schedule sets forth the true, complete and accurate export control classifications applicable to the Acquired Entities’ products, services, software and technologies.

Export Control Laws. Each Acquired Entity The Company 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 control and trade sanction lawsre-export controls, including the United States Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the Office United States Department of Foreign Assets Controls Commerce and/or the United States Department of State and trade sanctions regulations and (ii) all other applicable import/export control laws controls in other countries in which each Acquired Entity any of the Company or the Company Subsidiaries conducts business. Without limiting the foregoing: : (ai) Each Acquired Entity has the Company have obtained all material export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, and declarations and made any material filings with any Governmental Entity required for (iA) the export, import 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 (collectively, “Export Approvals”); , (bii) Each Acquired Entity is the Company are in compliance, in all material respects, compliance with the terms of all applicable Export Approvals; , (ciii) There there are no pending or, to the Knowledge knowledge of the Acquired Entities and the FoundersCompany, threatened claims against any Acquired Entity the Company with respect to such Export Approvals; , (div) No Acquired Entity does business in, either directly or indirectly, nor, to the Knowledge of any Acquired Entity are such Acquired Entity’s products or services being sold, provided, shipped to or otherwise transferred to, directly or indirectly, a country subject to an embargo by the United States, including Iran, Syria, Cuba, Sudan, and North Korea; (e) No Acquired Entity has done business or provided any services to any Person or Entity listed on any of the relevant U.S. Government List of Prohibited Persons, including, but not limited to, the Department of Treasury’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons and Entity List, or on any of the United Nations Sanctions Lists; (f) To the Knowledge of the Acquired Entities and the Founders, there are no presently existing facts actions, conditions or circumstances pertaining to any Acquired Entitythe Company’s ’s export transactions that would constitute a reasonable basis for reasonably be expected to give rise to any future claims with respect to such Export Approvals; and and (gv) No no Export Approvals for the transfer of export licenses to Parent, Buyer Acquirer or any Acquired Entity the Surviving Company are required, or except for such Export Approvals that can be obtained expeditiously and without material cost. . Without limiting the foregoing, neither the Company n has, in the past five years, exported, reexported, shipped, distributed, sold, supplied, or otherwise transferred any products, equipment, goods, technology, or software to, or for end use by, any person (hi) Section 2.23(h) listed in any sanctions-related list of designated persons maintained by U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the European Union, any Member State of the Disclosure Schedule sets forth European Union or the trueUnited Kingdom or (ii) operating, complete organized or resident in country or territory that is itself the subject or target of any sanctions (currently Cuba, Iran, North Korea, Syria and accurate export control classifications applicable to the Acquired Entities’ products, services, software and technologiesCrimea region of Ukraine).

Export Control Laws. Each Except as set forth on Section 5.25 of the Disclosure Schedules, the Seller and each Selling Affiliate has, since January 1, 2009, conducted in all material respects its export, re-export and import transactions with respect to the Acquired Entity has at all times conducted its export transactions Business in accordance with (ia) all applicable U.S. export and reexport re-export control and trade sanction import laws, regulations and ordinances of foreign, federal, state and local governments and all agencies thereof, 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 Controls Control, and trade sanctions regulations the International Traffic in Arms Regulations maintained by the Department of State and (iib) all other applicable import/export control laws applicable foreign laws, regulations and ordinances in other countries in which each Acquired Entity conducts the Sellers and Selling Affiliates conduct business. Without limiting the foregoing: , (ai) Each Acquired Entity the Seller and each Selling Affiliate has obtained all material export and import licenses, license exceptions exceptions, registrations, and other material consents, notices, waivers, approvals, orders, authorizations, registrations, and declarations and made any material filings with any Governmental Entity governmental entity required for (i) the export, import 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 abroad, in all cases, with respect to the Acquired Business (“Export Approvals”); ; (bii) Each Acquired Entity the Seller and each Selling Affiliate is in compliance, in all material respects, compliance with the terms of all applicable Export Approvals; Approvals in all material respects; (ciii) There there are no pending or, to the Knowledge of the Acquired Entities and the FoundersSeller’s Knowledge, threatened claims against any Acquired Entity the Seller or the Selling Affiliates with respect to such Export Approvals; (d) No Acquired Entity does business in, either directly Approvals or indirectly, nor, to the Knowledge of any Acquired Entity are such Acquired Entity’s products export or services being sold, provided, shipped to or otherwise transferred to, directly or indirectly, a country subject to an embargo by the United States, including Iran, Syria, Cuba, Sudan, and North Korea; (e) No Acquired Entity has done business or provided any services to any Person or Entity listed on any of the relevant U.S. Government List of Prohibited Persons, including, but not limited to, the Department of Treasury’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons and Entity List, or on any of the United Nations Sanctions Lists; (f) To the Knowledge of the Acquired Entities and the Founders, there are no presently existing facts or circumstances pertaining to any Acquired Entity’s re-export transactions that would constitute a reasonable basis for any future claims or import transactions with respect to such Export Approvalsthe Acquired Business; and (giv) No no Export Approvals for the transfer of export licenses that constitute Purchased Assets to Parent, Buyer or any Acquired Entity Buying Affiliate are required, or if required, such Export Approvals can be obtained expeditiously without material cost. ; and (hv) Section 2.23(h) 5.25 of the Disclosure Schedule sets forth the true, correct and complete and accurate export control classifications and HTS numbers applicable to the Acquired Entities’ products, services, software and technologiesBusiness.

Export Control Laws. Each Except as set forth in Part 2.23 of the Disclosure Schedule, the Acquired Entity has at all times Entities have conducted its their respective export transactions in accordance in all material respects with (i) all applicable U.S. provisions of United States export and reexport control and trade sanction lawssanctions laws and regulations, including the United States Export Administration Act Regulations, administered by the U.S. Department of Commerce’s Bureau of Industry and Regulations Security (“BIS”), and the trade and economic sanctions regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Controls and trade sanctions regulations and Control (ii) all other applicable import/export control laws in other countries in which each Acquired Entity conducts business“OFAC”). Without limiting the foregoing: (a) Each the Acquired Entity has Entities have obtained all material export and import licenses, license exceptions licenses and other consents, notices, waivers, approvals, orders, authorizations, registrations, and declarations and made any material filings with any Governmental Entity approvals required for (i) the export, import and reexport their respective 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”Part 2.23 of the Disclosure Schedule sets forth the status of all such applications); (b) Each the Acquired Entity is Entities are in compliance, compliance in all material respects, respects with the terms of all applicable Export Approvalsexport licenses or other approvals; (c) There there are no pending or, to the Knowledge of the Acquired Entities and the FoundersCompany, threatened claims or investigations against any the Acquired Entity Entities with respect to such Export Approvalsexport licenses or other approvals; (d) No the Acquired Entity does business in, either directly or indirectly, nor, to the Knowledge of any Acquired Entity are such Acquired Entity’s products or services being sold, provided, shipped to or otherwise transferred toEntities have not done business, directly or indirectly, a country (1) in Cuba, Iran, North Korea, Crimea, Syria, and Sudan, each of which countries or territory are presently or were subject to an embargo by the United StatesStates or with persons of or ordinarily resident in those countries or territory; or (2) with any person listed on any of the U.S. government lists of prohibited or restricted persons, including Iranthe Specially Designated Nationals and Blocked Persons List and the Foreign Sanctions Evader List administered by OFAC or the Denied Persons or Entity List, Syriaadministered by BIS, Cubaor any person owned or controlled by, Sudanor acting on behalf of, and North Koreaa person on any of the aforementioned US government lists; (e) No no director, officer, employee or person otherwise affiliated with the Acquired Entity has done business or provided any services to any Person or Entity Entities is listed on any of the relevant U.S. Government List government lists of Prohibited Persons, including, but not limited to, the Department of Treasury’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons and Entity Listprohibited or restricted parties or is owned or controlled, or acting on behalf of, a person on any of the United Nations Sanctions Listssuch list; (f) To the Knowledge of the Acquired Entities and the Founders, there are no presently existing facts actions, conditions or circumstances pertaining to any the Acquired Entity’s Entities’ export transactions that would constitute a reasonable basis for reasonably be expected to give rise to any future claims with respect to such Export Approvalsor investigations; and (g) No Export Approvals no consents or approvals for the transfer of export licenses to Parent, Buyer or any Acquired Entity Parent are required, or except for such Export Approvals can be obtained expeditiously without material cost. (h) Section 2.23(h) of the Disclosure Schedule sets forth the true, complete consents and accurate export control classifications applicable to approvals that the Acquired Entities’ products, services, software and technologiesEntities will obtain prior to closing.

Export Control Laws. Each Acquired Entity has at all times conducted its export transactions in accordance (a) The Company and each Subsidiary have, since January 1, 2014, complied with (i) all applicable U.S. Legal Requirements relating to export controls, trade sanctions and reexport control embargoes, import or customs requirements, and trade sanction lawsanti-boycott regulations, including but not limited to 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 Controls Control (“OFAC”), the International Traffic in Arms Regulations maintained by the Department of State, anti-boycott compliance regulations, and trade sanctions regulations Title 19 of the U.S. Code and Title 19 of the Code of Federal Regulations (iicollectively, “Export Control Laws”). Neither the Company nor any Subsidiary has directly or indirectly sold, exported, re-exported, transferred, diverted, or otherwise disposed of any products, software, or technology (including products derived from or based on such technology) all other applicable import/export control laws in other countries in which each Acquired Entity conducts business. Without limiting to any destination, entity, or Person prohibited by the foregoing:Export Control Laws, without obtaining prior authorization as may have been required from the competent government authorities as required by those Export Control Laws. (ab) Each Acquired Entity has obtained all material export Since January 1, 2014, except as authorized under applicable Export Control Laws, the Company and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, and declarations and made the Subsidiaries have not released or disclosed controlled technical data or technology to any material filings with any Governmental Entity required for (i) the export, import and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located national whether in the United States and abroad (“Export Approvals”); (b) Each Acquired Entity is in compliance, in all material respects, with the terms of all applicable Export Approvals;or abroad. (c) There are no pending orSince January 1, to the Knowledge 2014, none of the Acquired Entities and Company, the FoundersSubsidiaries, threatened claims against or any Acquired Entity with respect to such Export Approvals; (d) No Acquired Entity does business indirector, either directly officer, or indirectlyemployee thereof, nor, to the Knowledge Company’s Knowledge, any agent, distributor, reseller, consultant or any other Person acting for or on behalf of any Acquired Entity are such Acquired Entity’s products the Company or services being soldits subsidiaries has, provided, shipped to or otherwise transferred toin violation of Export Control Laws, directly or indirectly, a country subject engaged in any dealings relating to an embargo by the United States, including Iran, Syria, Cuba, Sudan, and North Korea; (e) No Acquired Entity has done business of the Company or any Subsidiary with or provided any services to any Person (i) located or Entity listed resident in, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, or any other country or territory subject to comprehensive U.S. trade sanctions (the “Sanctioned Countries”); (ii) identified on any applicable restricted party lists, including the Specially Designated Nationals and Blocked Persons List, Sectoral Sanctions Identifications List, and Foreign Sanctions Evaders List, maintained by OFAC (the “Prohibited Party Lists”); or (iii) owned or controlled by, or acting for or on behalf of, any Person located or resident in a Sanctioned Country or identified on any of the relevant U.S. Government List of Prohibited PersonsParty Lists. (d) No Action, includingclaim, but not limited to, the Department of Treasury’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons and Entity Listrequest for information, or on any subpoena is pending, or to the Knowledge of the United Nations Sanctions Lists;Company, threatened, concerning or relating to the Company’s or any Subsidiary’s compliance with Export Control Laws. No voluntary self-disclosures have been filed by or for the Company or any Subsidiary with respect to possible violations of Export Control Laws. Table of Contents (e) Neither the Company nor any Subsidiary is aware of any fact or circumstance that could result in any liability for violation of Export Control Laws. (f) To Since January 1, 2014, the Knowledge of the Acquired Entities Company and the FoundersSubsidiaries have obtained all registrations, there are no presently existing facts or circumstances pertaining to any Acquired Entity’s export transactions that would constitute a reasonable basis approvals, license exceptions, and licenses necessary for any future claims exporting, importing, conducting their operations, and providing their products and services in accordance with respect to such Export Control Laws (collectively, “Export Approvals; and (g”) No and have complied with the terms of all Export Approvals for the transfer of export licenses to Parent, Buyer or any Acquired Entity are required, or such Export Approvals can be obtained expeditiously without material cost. (h) Approvals. Section 2.23(h2.21(f) of the Disclosure Schedule sets forth the true, complete and accurate export control classifications applicable to the Acquired EntitiesCompany’s and the Subsidiaries’ respective products. (g) Since January 1, services2014, software the Company and technologiesthe Subsidiaries have maintained all records required to be maintained in the Company’s and the Subsidiaries’ possession as required under the Export Control Laws.

Export Control Laws. Each Acquired Entity has at all times The Company and each Subsidiary have conducted its their export transactions in accordance with (i) all applicable U.S. provisions of United States and Israeli export control Laws and reexport control and trade sanction lawsregulations, including the United States U.S. Export Administration Act and Regulations and (the “EAR,” 15 C.F.R. § 730 et seq.), the International Traffic in Arms Regulations (the “ITAR,” 22 C.F.R. § 120 et seq.), the U.S. economic sanctions administered by the Office of Foreign Assets Controls Control (“OFAC,” 31 C.F.R. Part 500 et seq.), the Control of Products and trade sanctions regulations Services Declaration (Engagement in Encryption) – 1974, as amended, the Control of Products and Services Order (iiExport of Warfare Equipment and Defense Information) all other applicable import/export control laws in other countries in which each Acquired Entity conducts business– 1991, as amended, the Defense Export Control Order (Combat Equipment) - 2008, the Defense Export Control Law – 2007, as amended and Israeli Ministry of Economy List of Source Items and Dual Use Items. Without limiting the foregoing: (a) Each Acquired Entity has obtained the Company and each Subsidiary have obtained, and have remained in compliance in all material respects with, all export and import licenses, license exceptions licenses and other consents, notices, waivers, approvals, orders, authorizations, registrations, and declarations and made any material filings with any Governmental Entity approvals required for (i) the export, import 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”)States; (b) Each Acquired Entity is in compliance, in all material respects, with the terms of all applicable Export Approvals; (c) There there are no pending or, to the Knowledge of the Acquired Entities and the FoundersCompany, threatened threatened, claims against the Company or any Acquired Entity Subsidiary with respect to such Export Approvals; (d) No Acquired Entity does business inexport licenses or other approvals, either directly or indirectlynor any actions, nor, to the Knowledge of any Acquired Entity are such Acquired Entity’s products or services being sold, provided, shipped to or otherwise transferred to, directly or indirectly, a country subject to an embargo by the United States, including Iran, Syria, Cuba, Sudan, and North Korea; (e) No Acquired Entity has done business or provided any services to any Person or Entity listed on any of the relevant U.S. Government List of Prohibited Persons, including, but not limited to, the Department of Treasury’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons and Entity List, or on any of the United Nations Sanctions Lists; (f) To the Knowledge of the Acquired Entities and the Founders, there are no presently existing facts conditions or circumstances pertaining to the Company’s or any Acquired EntitySubsidiary’s export transactions that would constitute a reasonable basis for reasonably be expected to give rise to any future claims with respect to such Export Approvalsclaims; (c) the Company and each Subsidiary have not unlawfully exported, re-exported, or transferred any goods, services, technology, or technical data to, on behalf of, or for the benefit of any person or entity (i) located in Cuba, Iran, North Korea, Sudan, or Syria, or (ii) that was at the time designated as a Specially Designated National or Foreign Sanctions Evader by OFAC, or on the Denied Persons, Entity, or Unverified Lists of the Bureau of Industry and Security; and (gd) No Export Approvals for the transfer of export licenses to Parent, Buyer or any Acquired Entity are requiredCompany and each Subsidiary have not violated the anti-boycott prohibitions, or such Export Approvals can be obtained expeditiously without material cost. (h) Section 2.23(h) failed to comply with the reporting requirements, of the Disclosure Schedule sets forth EAR (15 C.F.R. § 760) and the true, complete and accurate export control classifications applicable to the Acquired Entities’ products, services, software and technologiesTax Reform Act of 1976 (26 U.S.C. § 999).

Export Control Laws. Each Acquired Entity of the Company and the Company 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 control and trade sanction lawsre-export controls, including the United States Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the Office United States Department of Foreign Assets Controls Commerce and/or the United States Department of State and trade sanctions regulations and (ii) all other applicable import/export control laws controls in other countries in which each Acquired Entity any of the Company or the Company Subsidiaries conducts business. Without limiting the foregoing: : (ai) Each Acquired Entity has the Company and the Company Subsidiaries have obtained all material export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, and declarations and made any material filings with any Governmental Entity required for (iA) the export, import 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 (collectively, “Export Approvals”); , (bii) Each Acquired Entity is the Company and the Company Subsidiaries are in compliance, in all material respects, compliance with the terms of all applicable Export Approvals; , (ciii) There there are no pending or, to the Knowledge knowledge of the Acquired Entities and the FoundersCompany, threatened claims against the Company or any Acquired Entity Company Subsidiary with respect to such Export Approvals; , (div) No Acquired Entity does business in, either directly or indirectly, nor, to the Knowledge of any Acquired Entity are such Acquired Entity’s products or services being sold, provided, shipped to or otherwise transferred to, directly or indirectly, a country subject to an embargo by the United States, including Iran, Syria, Cuba, Sudan, and North Korea; (e) No Acquired Entity has done business or provided any services to any Person or Entity listed on any of the relevant U.S. Government List of Prohibited Persons, including, but not limited to, the Department of Treasury’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons and Entity List, or on any of the United Nations Sanctions Lists; (f) To the Knowledge of the Acquired Entities and the Founders, there are no presently existing facts actions, conditions or circumstances pertaining to the Company’s or any Acquired EntityCompany Subsidiary’s export transactions that would constitute a reasonable basis for reasonably be expected to give rise to any future claims with respect to such Export Approvals; and and (gv) No no Export Approvals for the transfer of export licenses to Parent, Buyer Acquirer or any Acquired Entity the Surviving Company are required, or except for such Export Approvals that can be obtained expeditiously and without material cost. . Without limiting the foregoing, neither the Company nor any Company Subsidiary has, in the past five years, exported, reexported, shipped, distributed, sold, supplied, or otherwise transferred any products, equipment, goods, technology, or software to, or for end use by, any person (hi) Section 2.23(h) listed in any sanctions-related list of designated persons maintained by U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the European Union, any Member State of the Disclosure Schedule sets forth European Union or the trueUnited Kingdom or (ii) operating, complete organized or resident in country or territory that is itself the subject or target of any sanctions (currently Cuba, Iran, North Korea, Syria and accurate export control classifications applicable to the Acquired Entities’ products, services, software and technologiesCrimea region of Ukraine).

Export Control Laws. Each Acquired Entity has at all times of the Company and its Subsidiaries has, for the past five (5) years, conducted its export transactions in accordance in all respects with (i) all applicable provisions of U.S. export and reexport control and trade sanction lawsre-export controls, including the United States Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the Office U.S. Department of Foreign Assets Controls Commerce and/or the U.S. Department of State and trade sanctions regulations and (ii) all other applicable import/export control laws controls in other countries in which each Acquired Entity conducts businessthe Company and its Subsidiaries conduct business (collectively, “Export Control Laws”). Without limiting the foregoing: , for the past five (a5) Each Acquired Entity has years: (i) the Company and its Subsidiaries have obtained all material export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, and declarations and made any material filings with any Governmental Entity required under the Export Control Laws for (iA) the export, import and reexport re-export of products, services, software Software and technologies Technologies and (iiB) releases of technologies and software to foreign nationals located in the United States and abroad (collectively, “Export Approvals”); , (bii) Each Acquired Entity is the Company and its Subsidiaries have been and are in compliance, in all material respects, compliance with the terms of all applicable Export Approvals; , (ciii) There there are no pending Legal Proceedings or, to the Knowledge knowledge of the Acquired Entities and the FoundersCompany, threatened claims against the Company or any Acquired Entity of its Subsidiaries with respect to such Export Approvals; , (div) No Acquired Entity does business in, either directly or indirectly, nor, to the Knowledge of any Acquired Entity are such Acquired Entity’s products or services being sold, provided, shipped to or otherwise transferred to, directly or indirectly, a country subject to an embargo by the United States, including Iran, Syria, Cuba, Sudan, and North Korea; (e) No Acquired Entity has done business or provided any services to any Person or Entity listed on any of the relevant U.S. Government List of Prohibited Persons, including, but not limited to, the Department of Treasury’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons and Entity List, or on any of the United Nations Sanctions Lists; (f) To the Knowledge of the Acquired Entities and the Founders, there are no presently existing facts actions, conditions or circumstances pertaining to any Acquired Entity’s the export transactions of the Company or any of its Subsidiaries that would constitute a reasonable basis for reasonably be expected to give rise to any future claims with respect to such Export Approvals; and and (gv) No no Export Approvals for the transfer of export licenses to Parent, Buyer Parent or any Acquired Entity the Company are required, or except for such Export Approvals that can be obtained expeditiously without material cost. (h) Section 2.23(h) of . The Company has made available to Parent all correspondence with any Governmental Entity with respect to the Disclosure Schedule sets forth the true, complete and accurate export control classifications classification of any product. The Company has not, during the past five (5) years, exported or re-exported, directly or knowingly indirectly, in violation of any Export Control Law either to: (A) any countries that are subject to U.S. export restrictions or export restrictions under any other applicable Export Control Law; and (B) any end-user who the Company knows or has reason to know will utilize any product or technology in the Acquired Entities’ productsdesign, servicesdevelopment, software and technologiesor production of nuclear, chemical or biological weapons.

Export Control Laws. Each Acquired Entity of Seller and its Subsidiaries has at all times conducted its export transactions in connection with the Business and the Transferred PCIe Assets in accordance with (i) all applicable U.S. export and reexport control and trade sanction lawscontrols, including the United States Export Administration Act and Regulations and the Office of Foreign Assets Controls Control Regulations and trade sanctions regulations the International Traffic in Arms Regulations, and (ii) all other applicable import/export control laws controls in other countries in which each Acquired Entity conducts businessSeller and its Subsidiaries conduct the Business. Without limiting the foregoing: (a) Each Acquired Entity has Seller and each of its Subsidiaries have obtained all material export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, and declarations and made any material filings with any Governmental Entity Authority required for (i) the export, import and reexport of productsproducts (including the Business Products), services, software Software and technologies exclusively used in or required for the operation of the Business or use of the Transferred PCIe Assets and (ii) releases of technologies and software Software exclusively used in or required for the operation of the Business or use of the Transferred PCIe Assets to foreign non-U.S. nationals located in the United States and abroad (“Export Approvals”); (b) Each Acquired Entity is Seller and each of its Subsidiaries are, and have at all times been, in compliance, compliance in all material respects, respects with the terms of all applicable Export ApprovalsApprovals that are applicable to the Business or any of the Transferred Assets; (c) There are no pending or, to the Knowledge of the Acquired Entities and the FoundersSeller’s Knowledge, threatened claims against Seller or any Acquired Entity of its Subsidiaries with respect to such Export Approvals; (d) No Acquired Entity does business in, either directly or indirectly, nor, to the Knowledge of any Acquired Entity are such Acquired Entity’s products or services being sold, provided, shipped to or otherwise transferred to, directly or indirectly, a country subject to an embargo by the United States, including Iran, Syria, Cuba, Sudan, and North Korea; (e) No Acquired Entity has done business or provided any services to any Person or Entity listed on any of the relevant U.S. Government List of Prohibited Persons, including, but not limited to, the Department of Treasury’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons and Entity List, or on any of the United Nations Sanctions Lists; (f) To the Knowledge of the Acquired Entities and the FoundersSeller, there are no presently existing facts or circumstances pertaining to any Acquired EntitySeller’s or its Subsidiaries’ export transactions in respect of the Business and the Gen3 Switches that would constitute a reasonable basis for any future claims with respect to such Export Approvals; and (ge) No Export Approvals for the transfer of export licenses to Parent, Buyer or any Acquired Entity are required, or such Export Approvals can be obtained expeditiously without material cost. (h) . Section 2.23(h) 4.23 of the Seller Disclosure Schedule sets forth the true, complete and accurate export control classifications applicable to the Acquired Entities’ products, services, software Software and technologiestechnologies of the Business and the Transferred Assets.

Export Control Laws. Each Acquired Entity 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 control and trade sanction lawsre export controls, including the United States Export Administration Act and Regulations and the Office of Foreign Assets Controls and trade sanctions regulations Control Regulations and (ii) all other applicable import/export control laws controls in other countries in which each Acquired Entity the Company conducts business, in each case other than such failures as would not, individually or in the aggregate, result in material liabilities to the Company. Without limiting the foregoing: (a) Each Acquired Entity The Company and each of its Subsidiaries has obtained all material export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, and declarations and made any material filings with any Governmental Entity required for (i) the export, import 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) Each Acquired Entity The Company and each of its Subsidiaries is in compliance, in all material respects, compliance with the terms of all applicable Export Approvals; (c) There are no pending or, to the Knowledge of the Acquired Entities and the FoundersCompany’s Knowledge, threatened claims against the Company or any Acquired Entity of its Subsidiaries with respect to such Export Approvals; (d) No Acquired Entity does business in, either directly or indirectly, nor, to the Knowledge of any Acquired Entity are such Acquired Entity’s products or services being sold, provided, shipped to or otherwise transferred to, directly or indirectly, a country subject to an embargo by the United States, including Iran, Syria, Cuba, Sudan, and North Korea; (e) No Acquired Entity has done business or provided any services to any Person or Entity listed on any of the relevant U.S. Government List of Prohibited Persons, including, but not limited to, the Department of Treasury’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons and Entity List, or on any of the United Nations Sanctions Lists; (f) To the Knowledge of the Acquired Entities and the FoundersCompany’s Knowledge, there are no presently existing facts actions, conditions or circumstances pertaining to the Company’s or any Acquired Entity’s of its Subsidiaries’ export transactions that would constitute a reasonable basis for may give rise to any future claims with respect to such Export Approvalsclaims; and (ge) No Export Approvals for the transfer of export licenses to Parent, Buyer Parent or any Acquired Entity the Surviving Corporation are required, or such Export Approvals can be obtained applied for expeditiously without material cost. (hf) Section 2.23(h3.27(f) of the Disclosure Schedule sets forth the true, complete and accurate export control classifications obtained by the Company from the U.S. Department of Commerce Bureau of Industry and Security applicable to the Acquired EntitiesCompany’s or any of its Subsidiaries’ products, services, software and technologies.

Export Control Laws. Each The Acquired Entity has at Companies 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 control and trade sanction lawsregulations, 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 Controls Control of the U.S. Treasury Department (“OFAC”), and trade the economic sanctions regulations and (ii) all other applicable import/export control laws in and regulations of any other countries in which each Acquired Entity conducts businessapplicable jurisdiction. Without limiting the foregoing: (a) Each Acquired Entity has obtained all material export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, and declarations and made any material filings with any Governmental Entity required for : (i) the exportAcquired Companies have obtained all export licenses and other approvals, import timely filed all required filings and reexport have assigned the appropriate export classifications to all products, in each case as required for their 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 any other applicable jurisdiction; (“Export Approvals”); (bii) Each the Acquired Entity is Companies are in compliance, in all material respects, compliance with the terms of all applicable Export Approvals; export licenses, classifications, filing requirements or other approvals; (ciii) There there are no pending or, to the Knowledge of the Acquired Entities and the FoundersCompany’s Knowledge, threatened claims against any the Acquired Entity Companies with respect to such Export Approvals; exports, classifications, required filings or other approvals; (div) No Acquired Entity does business in, either directly or indirectly, nor, there are no pending investigations related to the Knowledge Acquired Companies’ exports; and (v) there are no actions, conditions, or circumstances pertaining to the Acquired Companies’ export transactions that would reasonably be expected to give rise to any material future claims. Neither the Acquired Companies nor any of the Acquired Companies’ directors, officers, employees or agents have engaged in any Acquired Entity are such Acquired Entity’s products business or services being sold, provided, shipped to or otherwise transferred todealings, directly or indirectly, a country with any party that is (x) the subject to an embargo of sanctions administered by the United StatesOFAC; or (y) located, including Iran, Syria, Cuba, Sudan, and North Korea; (e) No Acquired Entity has done business or provided any services to any Person or Entity listed on any of the relevant U.S. Government List of Prohibited Persons, including, but not limited to, the Department of Treasury’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons and Entity Listorganized, or on ordinarily resident in any jurisdiction that is the subject of the United Nations Sanctions Lists; (f) To the Knowledge of the Acquired Entities and the Founders, there are no presently existing facts or circumstances pertaining to any Acquired Entity’s export transactions that would constitute a reasonable basis for any future claims with respect to such Export Approvals; and (g) No Export Approvals for the transfer of export licenses to Parent, Buyer or any Acquired Entity are required, or such Export Approvals can be obtained expeditiously without material costcomprehensive sanctions administered by OFAC. (h) Section 2.23(h) of the Disclosure Schedule sets forth the true, complete and accurate export control classifications applicable to the Acquired Entities’ products, services, software and technologies.

Export Control Laws. Each In the past five years (except with respect to Australian Trade Laws, which will be in the past six years), each Acquired Entity Company 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 control and trade sanction lawsre-export controls, including the United States Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the Office U.S. Department of Foreign Assets Commerce and/or the United States Department of State, the various Applicable Laws administered by the Australian Government’s Department of Defence (including the Defence Trade Controls Act 2012 (Cth), the Defence Trade Controls Regulations 2013 (Cth), the Customs Xxx 0000 (Cth), the Customs (Prohibited Exports) Regulations 1958 (Cth) and trade sanctions regulations the Weapons of Mass Destruction Xxx 0000 (Cth) (collectively, “Australian Trade Laws”)) and (ii) all other applicable import/export control laws controls in other countries in which each such Acquired Entity Company conducts business. Without limiting the foregoing: : (ai) Each each Acquired Entity Company has obtained all material export and import licenses, license exceptions and other consents, notices, waivers, approvals, ordersOrders, authorizations, registrations, and declarations and made any material filings with any Governmental Entity Body required for (iA) the export, import 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 (collectively, “Export Approvals”); , (bii) Each each Acquired Entity Company is in compliance, in all material respects, compliance with the terms of all applicable Export Approvals; , (ciii) There there are no pending or, to the Knowledge knowledge of the Acquired Entities and the FoundersCompany, threatened claims against any Acquired Entity Company with respect to such Export Approvals; , (div) No Acquired Entity does business in, either directly or indirectly, nor, to the Knowledge of any Acquired Entity are such Acquired Entity’s products or services being sold, provided, shipped to or otherwise transferred to, directly or indirectly, a country subject to an embargo by the United States, including Iran, Syria, Cuba, Sudan, and North Korea; (e) No Acquired Entity has done business or provided any services to any Person or Entity listed on any of the relevant U.S. Government List of Prohibited Persons, including, but not limited to, the Department of Treasury’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons and Entity List, or on any of the United Nations Sanctions Lists; (f) To the Knowledge of the Acquired Entities and the Founders, there are no presently existing facts actions, conditions or circumstances pertaining to any Acquired EntityCompany’s export transactions that would constitute a reasonable basis for reasonably be expected to give rise to any future claims with respect to such Export Approvals; and and (gv) No no Export Approvals for the transfer of export licenses to Parent, Buyer any of its Affiliates or any Acquired Entity the Surviving Company are required, or except for such Export Approvals that can be obtained expeditiously and without material cost. (h) Section 2.23(h) of the Disclosure Schedule sets forth the true, complete and accurate export control classifications applicable to the Acquired Entities’ products, services, software and technologies.

Export Control Laws. Each Acquired Entity has at all times conducted its 8.1 The parties are subject to and agree to abide by United States laws and regulations (e.g., the Arms Export Control Act, the Export Administration Act) that govern the export transactions in accordance with (i) all applicable U.S. export of specific technical data and reexport control and trade sanction lawstechnologies, including the United States Export Administration Act and Regulations and the Office of Foreign Assets Controls and trade sanctions regulations and (ii) all other applicable import/export control laws in other countries in which each Acquired Entity conducts business. Without limiting the foregoing: (a) Each Acquired Entity has obtained all material export and import licensessoftware, license exceptions prototypes and other consentsintellectual property, notices, waivers, approvals, orders, authorizations, registrations, and declarations and made any material filings with any Governmental Entity required for (i) the export, import and reexport of products, services, software and technologies and (ii) releases of technologies and software to foreign countries and foreign nationals located in the United States and abroad (“Export ApprovalsControl Laws”);. Disclaimer and Limitation of Warranty (b) Each Acquired Entity is in compliance9.1 MATERIALS ARE MADE AVAILABLE ON AN "AS IS" BASIS. THE FOUNDATION AND UNIVERSITY DISCLAIM ANY AND ALL PROMISES, in all material respectsREPRESENTATIONS AND WARRANTIES – WHETHER EXPRESS OR IMPLIED, with the terms of all applicable Export Approvals; (c) There are no pending orORAL OR IN WRITING, to the Knowledge of the Acquired Entities and the FoundersIN FACT OR ARISING BY OPERATION OF LAW – WITH RESPECT TO ANY MATERIALS AND SERVICES PROVIDED HEREUNDER, threatened claims against any Acquired Entity with respect to such Export Approvals; (d) No Acquired Entity does business inINCLUDING THEIR CONDITION, either directly or indirectlyCONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, norTHE EXISTENCE OF ANY LATENT OR PATENT DEFECTS THEREIN, to the Knowledge of any Acquired Entity are such Acquired Entity’s products or services being sold, provided, shipped to or otherwise transferred to, directly or indirectly, a country subject to an embargo by the United States, including Iran, Syria, Cuba, Sudan, and North Korea; (e) No Acquired Entity has done business or provided any services to any Person or Entity listed on any of the relevant U.S. Government List of Prohibited Persons, including, but not limited to, the Department of Treasury’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons and Entity List, or on any of the United Nations Sanctions Lists; (f) To the Knowledge of the Acquired Entities and the Founders, there are no presently existing facts or circumstances pertaining to any Acquired Entity’s export transactions that would constitute a reasonable basis for any future claims with respect to such Export Approvals; and (g) No Export Approvals for the transfer of export licenses to Parent, Buyer or any Acquired Entity are required, or such Export Approvals can be obtained expeditiously without material costAND/OR THEIR MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. (h) 9.2 WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL THE FOUNDATION, THE STATE OF MARYLAND OR THE UNIVERSITY BE LIABLE TO MEMBER FOR ANY BUSINESS EXPENSE OR INTERRUPTION; LOSS OF PROFITS, AND/OR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DEMANDS, HOWEVER CAUSED, ARISING IN CONNECTION WITH OR OUT OF THE FURNISHING, USE OR PERFORMANCE OF MATERIALS OR SERVICES PROVIDED HEREUNDER. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. 9.3 The provisions of this Section 2.23(h) 9 shall survive termination or expiration of the Disclosure Schedule sets forth the true, complete and accurate export control classifications applicable to the Acquired Entities’ products, services, software and technologiesthis Agreement.

Export Control Laws. Each Acquired Entity OML has at conducted all times conducted its export transactions in accordance with (i) all applicable U.S. provisions of United States export control laws and reexport control and trade sanction lawsregulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, the United States Export Administration Foreign Investment Risk Review Modernization Act and Regulations of 2018 and the Office of Foreign Assets Controls regulations administered OFAC, and trade sanctions regulations and (ii) all other applicable import/the export control laws in and regulations of any other countries in which each Acquired Entity conducts businessapplicable jurisdiction. Without limiting the foregoing: : (a) Each Acquired Entity OML has obtained all material export and import 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, and declarations and made any material filings with any Governmental Entity in each case as required for (i) the export, import 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) Each Acquired Entity OML is in compliance, in all material respects, 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 Acquired Entities and the FoundersOML’s knowledge, threatened claims against any Acquired Entity OML with respect to such Export Approvals; exports, classifications, required filings or other approvals; (d) No Acquired Entity does business in, either directly or indirectly, nor, there are no pending investigations related to the Knowledge of any Acquired Entity are such Acquired EntityOML’s products or services being sold, provided, shipped to or otherwise transferred to, directly or indirectly, a country subject to an embargo by the United States, including Iran, Syria, Cuba, Sudan, exports; and North Korea; (e) No Acquired Entity has done business or provided any services to any Person or Entity listed on any of the relevant U.S. Government List of Prohibited Persons, including, but not limited to, the Department of Treasury’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons and Entity List, or on any of the United Nations Sanctions Lists; (f) To the Knowledge of the Acquired Entities and the Founders, there are no presently existing facts actions, conditions, or circumstances pertaining to any Acquired EntityOML’s export transactions that would constitute a reasonable basis for reasonably be expected to give rise to any material future claims with respect to such Export Approvals; and (g) No Export Approvals for the transfer claims. Neither OML nor any OML Subsidiary, nor any of export licenses to Parent, Buyer OML’s or any Acquired Entity are requiredOML Subsidiary’s respective Affiliates, managers, directors, officers, members, stockholders, employees, or, to OML’s knowledge, agents, has been (i) added to any Restricted Party List, (ii) debarred or otherwise excluded or declared ineligible to participate in government agreements, grants, or such Export Approvals can be obtained expeditiously without material costother programs financed in whole or in part by any United States federal government entity, or (iii) under investigation by any government agency or organization relating to potential violations of applicable laws. OML has not engaged in any business with or in, provided any services to or in, or used any funds to contribute to or finance the activities of or in, any Restricted Party. (h) Section 2.23(h) of the Disclosure Schedule sets forth the true, complete and accurate export control classifications applicable to the Acquired Entities’ products, services, software and technologies.

Export Control Laws. Each Acquired Entity of the Seller and the Seller Subsidiaries has at all times conducted its export transactions in accordance with (i) all applicable U.S. export and reexport control and trade sanction lawsre-export controls, including the United States Export Administration Act and Regulations and the Office of Foreign Assets Controls and trade sanctions regulations Control Regulations and (ii) all other applicable import/export control laws controls in other countries in which each Acquired Entity conducts the Seller and the Seller Subsidiaries conduct business. Without limiting the foregoing: (a) Each Acquired Entity of the Seller and the Seller Subsidiaries has obtained all material export and import licenses, license exceptions and other written assurances, consents, notices, waivers, approvals, orders, authorizationsagreements, registrations, registrations and declarations and made any material filings with any Governmental Entity required for (i) the export, import 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) Each Acquired Entity of the Seller and the Seller Subsidiaries has used license exceptions in conformance with Applicable Laws and regulations; (c) When required, each of the Seller and the Seller Subsidiaries has filed all licenses, consents, notices, waivers, approvals, orders, authorizations, registrations, declarations or other necessary documentation with the applicable Governmental Authority; (d) Each of the Seller and the Seller Subsidiaries is in compliance, in all material respects, compliance with the terms of all applicable Export Approvals; (ce) There are no pending or, to the Knowledge of the Acquired Entities and the Founders, or threatened claims against the Seller or any Acquired Entity of the Seller Subsidiaries with respect to such Export Approvals; (df) No Acquired Entity does business in, either directly or indirectly, nor, There are no actions pertaining to the Knowledge of any Acquired Entity are such Acquired EntitySeller’s products or services being sold, provided, shipped to or otherwise transferred to, directly or indirectly, a country subject to an embargo by the United States, including Iran, Syria, Cuba, Sudan, and North Korea; (e) No Acquired Entity has done business or provided any services to any Person or Entity listed on any of the relevant U.S. Government List of Prohibited Persons, including, but not limited to, the Department of Treasury’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons and Entity List, or on any of the United Nations Sanctions Lists; (f) To the Knowledge of the Acquired Entities and the Founders, there are no presently existing facts or circumstances pertaining to any Acquired Entity’s Seller Subsidiaries’ export transactions that would constitute a reasonable basis for may give rise to any future claims with respect to such Export Approvalsclaims; and (g) No Export Approvals for the transfer of export licenses to Parent, the Buyer or any Acquired Entity to a Buyer Subsidiary are required, or such Export Approvals can be obtained expeditiously without material cost. (h) Section 2.23(h3.25(h) of the Seller Disclosure Schedule sets forth the true, complete and accurate export control classifications applicable to the Acquired Entities’ products, services, software and technologiestechnologies of the Seller and the Seller Subsidiaries.

Export Control Laws. Each Except as set forth in Part 2.23 of the Disclosure Schedule, the Acquired Entity has at Entities are, and during the past [***] years have been, in compliance with all times conducted its applicable provisions of the export transactions in accordance with control, import control, customs, economic sanctions, and antiboycott Legal Requirements of (i) all applicable U.S. export and reexport control and trade sanction lawsthe United States, including the United States Export Control Reform Act and Export Administration Act and Regulations their implementing Export Administration Regulations, the trade and economic sanctions regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Controls Controls, the Arms Export Control Act and trade sanctions regulations implementing International Traffic in Arms Regulations, the U.S. customs regulations, and the U.S. antiboycott Legal Requirements at 15 C.F.R. Part 760 and 26 U.S.C. § 999; and (ii) all any other applicable import/export control laws in other countries in which each country with jurisdiction over the products or operations of the Acquired Entity conducts businessEntities, to the extent consistent with U.S. law (collectively, the “Export Control Laws”). Without limiting the foregoing: (a) Each the Acquired Entity has Entities have obtained all material export and import licenses, license exceptions export/reexport licenses and other consentsapprovals required for their respective exports, noticesreexports, waivers, approvals, orders, authorizations, registrationstransfers, and declarations and made any material filings with any Governmental Entity required for (i) the export, import and reexport imports of products, services, software and technologies under the Export Control Laws (and (ii) releases Part 2.23 of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”Disclosure Schedule sets forth the status of all such applications); (b) Each the Acquired Entity is Entities are and have been in compliance, in all material respects, compliance with the terms of all applicable export/reexport licenses, license exceptions, or other approvals under the Export ApprovalsControl Laws; (c) There there are no pending or, to the Knowledge of or threatened claims against the Acquired Entities and the Founders, threatened claims against any Acquired Entity with respect to such non-compliance with the Export ApprovalsControl Laws; (d) No the Acquired Entity does business in, either directly or indirectly, nor, to the Knowledge of any Acquired Entity are such Acquired Entity’s products or services being sold, provided, shipped to or otherwise transferred toEntities have not done business, directly or indirectly, a country subject to an embargo by the United States, including Iran, Syria, Cuba, Sudanin or with any Restricted Country or with or involving any Restricted Parties, and North Koreanone of the Acquired Entities, nor any of their respective officers, directors, employees, or agents, is a Restricted Party; (e) No there are no actions, conditions or circumstances pertaining to the Acquired Entity has done business Entities’ businesses or provided any services operations that would reasonably be expected to give rise to any Person or Entity listed on any of future claims under the relevant U.S. Government List of Prohibited Persons, including, but not limited to, the Department of Treasury’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons and Entity List, or on any of the United Nations Sanctions ListsExport Control Laws; (f) To the Knowledge none of the Acquired Entities and is or has ever been required to be registered with the FoundersU.S. Department of State as a manufacturer, there are no presently existing facts exporter, or circumstances pertaining to any Acquired Entity’s export transactions that would constitute a reasonable basis for any future claims with respect to such Export Approvalsbroker under the International Traffic in Arms Regulations; and (g) No Export Approvals no submission to or authorization from any Governmental Body is required for the transfer of export export/reexport licenses or other approvals to ParentParent under the Export Control Laws, Buyer or any Acquired Entity are required, or except for such Export Approvals consents and approvals that can be obtained expeditiously without material cost. (h) Section 2.23(h) of the Disclosure Schedule sets forth the true, complete and accurate export control classifications applicable to the Acquired Entities’ products, services, software and technologies.

Export Control Laws. Each Acquired Transferred Entity has at all times in the past five (5) years conducted its export transactions in accordance in all material respects with (i) all applicable U.S. provisions of United States export and reexport control and trade sanction lawsre-export controls, including the United States Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the Office United States Department of Foreign Assets Controls Commerce, the United States Department of State and/or the United States Department of the Treasury and trade sanctions regulations and (ii) all other applicable import/export control laws controls in other countries in which each Acquired such Transferred Entity conducts business. Without limiting the foregoing: : (ai) Each Acquired each of the Transferred Entity has obtained all material export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, screenings and declarations and made any material filings with any Governmental Entity required for (iA) the export, import 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 (collectively, “Export Approvals”); , (bii) Each Acquired each Transferred Entity is in compliance, compliance in all material respects, respects with the terms of all applicable Export Approvals; , (ciii) There there are no pending or, to the Knowledge knowledge of the Acquired Entities and the Founderseach Transferred Entity, threatened claims against any Acquired such Transferred Entity with respect to such Export Approvals; , (div) No Acquired Entity does business in, either directly or indirectly, nor, to the Knowledge of any Acquired Entity are such Acquired Entity’s products or services being sold, provided, shipped to or otherwise transferred to, directly or indirectly, a country subject to an embargo by the United States, including Iran, Syria, Cuba, Sudan, and North Korea; (e) No Acquired Entity has done business or provided any services to any Person or Entity listed on any of the relevant U.S. Government List of Prohibited Persons, including, but not limited to, the Department of Treasury’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons and Entity List, or on any of the United Nations Sanctions Lists; (f) To the Knowledge of the Acquired Entities and the Founders, there are no presently existing facts actions, conditions or circumstances pertaining to any Acquired each of the Transferred Entity’s export transactions that would constitute a reasonable basis for reasonably be expected to give rise to any future material claims with respect to such Export Approvals; and and (gv) No no Export Approvals for the transfer of export licenses to Parent, Buyer Purchaser or any Acquired Transferred Entity are required, or except for such Export Approvals that can be obtained expeditiously and without material cost. (h) Section 2.23(h) of the Disclosure Schedule sets forth the true, complete and accurate export control classifications applicable to the Acquired Entities’ products, services, software and technologies.

Export Control Laws. Each Acquired Entity The Company and each of its Subsidiaries has at all times conducted its export transactions in accordance with with: (i) all applicable U.S. and Canadian export and reexport control and trade sanction lawscontrols, including the United States Export Administration Act and Regulations and the Office of Foreign Assets Controls and trade sanctions regulations Control Regulations; and (ii) all other applicable import/export control laws controls in other countries in which each Acquired Entity the Company or any of its Subsidiaries conducts business. Without limiting the foregoing: (a) Each Acquired Entity The Company and each of its Subsidiaries has obtained all material export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, and declarations and made any material filings with any Governmental Entity required for for: (i) the export, import export and reexport of products, services, software and technologies technologies; and (ii) releases of technologies and software to foreign nationals located in the United States States, Canada and abroad (“Export Approvals”); (b) Each Acquired Entity The Company and each of its Subsidiaries is in compliance, in all material respects, compliance with the terms of all applicable Export Approvals; (c) There are no pending or, to the Company’s Knowledge and/or the Knowledge of the Acquired Entities and the Foundersany of its Subsidiaries, threatened claims against the Company or any Acquired Entity of its Subsidiaries with respect to such Export Approvals; (d) No Acquired Entity does business in, either directly or indirectly, nor, to To the Company’s Knowledge and/or the Knowledge of any Acquired Entity of its Subsidiaries, there are such Acquired Entityno actions, conditions or circumstances pertaining to the Company’s products or services being sold, provided, shipped any Subsidiary’s export transactions that may give rise to or otherwise transferred to, directly or indirectly, a country subject to an embargo by the United States, including Iran, Syria, Cuba, Sudan, and North Koreaany future claims; (e) No Acquired Entity has done business or provided any services to any Person or Entity listed on any of the relevant U.S. Government List of Prohibited Persons, including, but not limited to, the Department of Treasury’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons and Entity List, or on any of the United Nations Sanctions Lists; (f) To the Knowledge of the Acquired Entities and the Founders, there are no presently existing facts or circumstances pertaining to any Acquired Entity’s export transactions that would constitute a reasonable basis for any future claims with respect to such Export Approvals; and (g) No Export Approvals for the transfer of export licenses to Parent, Buyer Parent or any Acquired Entity are requiredSub, or such Export Approvals can be obtained expeditiously without material cost.; and (hf) Section 2.23(h3.31(f) of the Disclosure Schedule Letter sets forth the true, complete and accurate export control classifications applicable to the Acquired Entities’ products, services, software and technologiestechnologies of the Company and its Subsidiaries.

Export Control Laws. Each Acquired Entity has The Company and each of its Subsidiaries have at all times conducted its their export transactions materially in accordance with (i) all applicable U.S. export and reexport control and trade sanction lawsre-export controls, including the United States Export Administration Act and Regulations and the Office of Foreign Assets Controls and trade sanctions regulations Control Regulations and (ii) all other applicable import/export control laws controls in other countries in which each Acquired Entity the Company conducts businessbusiness in an amount that is material to the Company and its Subsidiaries taken as a whole. Without limiting the foregoing: (a) Each Acquired Entity has obtained The Company and each of its Subsidiaries have obtained, and are in material compliance with, all material export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and declarations and made any material filings with any Governmental Entity required for (i) the export, import 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”"EXPORT APPROVALS"), in each case for clauses (i) or (ii) except as would not reasonably be expected to be material to the Company and its Subsidiaries taken as a whole; (b) Each Acquired Entity is in compliance, in all material respects, with the terms of all applicable Export Approvals; (c) There are no pending or, to the Knowledge of the Acquired Entities and the FoundersCompany, threatened claims against the Company or any Acquired Entity Subsidiary with respect to such Export Approvals; (d) No Acquired Entity does business in, either directly or indirectly, nor, to the Knowledge of any Acquired Entity are such Acquired Entity’s products or services being sold, provided, shipped to or otherwise transferred to, directly or indirectly, a country subject to an embargo by the United States, including Iran, Syria, Cuba, Sudan, and North Korea; (e) No Acquired Entity has done business or provided any services to any Person or Entity listed on any of the relevant U.S. Government List of Prohibited Persons, including, but not limited to, the Department of Treasury’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons and Entity List, or on any of the United Nations Sanctions Lists; (fc) To the Knowledge of the Acquired Entities and the Founders, Company there are no presently existing facts actions, conditions or circumstances pertaining to the Company's or any Acquired Entity’s Subsidiary's export transactions that would constitute a reasonable basis for may give rise to any future claims with respect to such Export Approvalsclaims; and (gd) No Export Approvals for the transfer of material export licenses held by the Company or its Subsidiaries to Parent, Buyer Parent or any Acquired Entity the Surviving Corporation are required, or or, if required, such Export Approvals can be obtained expeditiously without material cost. (h) Section 2.23(h) of the Disclosure Schedule sets forth the true, complete and accurate export control classifications applicable to the Acquired Entities’ products, services, software and technologies.

Export Control Laws. Each In the past five (5) years, the Acquired Entity has at all times Entities have conducted its their respective export transactions in accordance material compliance with (i) all applicable U.S. provisions of United States export and reexport control and trade sanction lawssanctions laws and regulations, including the United States Export Administration Act Regulations, administered by the U.S. Department of Commerce’s Bureau of Industry and Regulations Security (“BIS”), and the trade and economic sanctions regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Controls and trade sanctions regulations and Control (ii) all other applicable import/export control laws in other countries in which each Acquired Entity conducts business“OFAC”). Without limiting the foregoing: (a) Each the Acquired Entity has Entities have obtained all material export and import licenses, license exceptions licenses and other consents, notices, waivers, approvals, orders, authorizations, registrations, and declarations and made any material filings with any Governmental Entity approvals required for (i) the export, import and reexport their respective 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”Part 2.23 of the Disclosure Schedule sets forth the status of all such applications); (b) Each the Acquired Entity is Entities are in compliance, in all material respects, with the terms of all applicable Export Approvalsexport licenses or other approvals; (c) There there are no pending or, to the Knowledge of or threatened claims or investigations against the Acquired Entities and the Founders, threatened claims against any Acquired Entity with respect to such Export Approvalsexport licenses or other approvals; (d) No the Acquired Entity does business in, either directly or indirectly, nor, to the Knowledge of any Acquired Entity are such Acquired Entity’s products or services being sold, provided, shipped to or otherwise transferred toEntities have not done business, directly or indirectly, a country (i) in Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine and Sudan, each of which countries or territory are presently or were subject to an embargo by the United StatesStates or with persons of or ordinarily resident in those countries or territory, nor have any Acquired Entities ever employed or engaged any employees, independent contractors, or other persons in any such country or territory; or (ii) with any person listed on any of the U.S. Government lists of prohibited or restricted persons, including Iranthe Specially Designated Nationals and Blocked Persons List and the Foreign Sanctions Evader List administered by OFAC or the Denied Persons or Entity List, Syriaadministered by BIS, Cubaor any person owned or controlled by, Sudanor acting on behalf of, and North Koreaa person on any of the aforementioned US government lists; (e) No no director, officer, employee, independent contractor or person otherwise affiliated with the Acquired Entity has done business or provided any services to any Person or Entity Entities is listed on any of the relevant U.S. Government List lists of Prohibited Persons, including, but not limited to, the Department of Treasury’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons and Entity Listprohibited or restricted parties or is owned or controlled, or acting on behalf of, a person on any of the United Nations Sanctions Listssuch list; (f) To the Knowledge of the Acquired Entities and the Founders, there are no presently existing facts or circumstances actions pertaining to any the Acquired Entity’s Entities’ export transactions that would constitute a reasonable basis for reasonably be expected to give rise to any future claims with respect to such Export Approvalsor investigations; and (g) No Export Approvals no consents or approvals for the transfer of export licenses to Parent, Buyer or any Acquired Entity Parent are required, or except for such Export Approvals can be obtained expeditiously without material cost. (h) Section 2.23(h) of the Disclosure Schedule sets forth the true, complete consents and accurate export control classifications applicable to approvals that the Acquired Entities’ products, services, software and technologiesEntities will obtain prior to closing.