Common use of No Consents Required Clause in Contracts

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Units and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Units under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units by the Underwriters.

No Consents Required. No consent, filing, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, or the issuance and sale by the Company of the Units and the consummation of the transactions Placement Shares as contemplated by the Transaction Documentshereby, except for the registration of the Units Placement Shares under the Securities Act Act, and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Exchange Act and applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”) and under applicable state securities laws or the Exchange in connection with the purchase and distribution sale of the Units Placement Shares by the UnderwritersAgent.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of this Agreement, the Transaction DocumentsIndenture, the issuance and sale of the Units Securities and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Securities under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company Bank of each of the Transaction DocumentsDocuments to which it is a party, the issuance and sale of the Units Securities and compliance by the Bank with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Units under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications (i) as have been obtained under the Act and (ii) as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for (i) the registration of the Units Shares under the Securities Act and Act, (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters, and (iii) consents that have been, or prior to the Closing Date will be, obtained.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company and the Operating Partnership of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for such as have already been obtained regarding the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and ), under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters, and the New York Stock Exchange.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company Transaction Entities of each of this Agreement and the Transaction Documents, the issuance and sale of the Units Share Repurchase Agreement and the consummation of the transactions contemplated by this Agreement and the Transaction DocumentsShare Repurchase Agreement, except for the registration of the Units Shares under the Securities Act Act, and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) ), the Exchange and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Units and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Units and the shares of Common Stock and the Public Warrants under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) FINRA and under applicable state securities laws in connection with the purchase and distribution of the Public Units by the Underwriters.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction Documentshereby, except for (i) such as has been obtained or made, (ii) the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and (iii) registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Placement Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Placement Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Placement Shares by the UnderwritersAgent.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each and the Operating Partnership of the Transaction DocumentsAgreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction DocumentsAgreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) ), the Exchange and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by for official listing on the Financial Industry Regulatory Authority, Inc. Nasdaq Global Select Market (the “FINRANasdaq Market”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority (collectively, “Consents”) is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Units Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Units such Consents (i) as have been obtained under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications the Trust Indenture Act; (ii) as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Securities by the UnderwritersUnderwriters and (iii) which the failure to obtain or possess would not, individually or in the aggregate, have a Material Adverse Effect.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required to be obtained by the Company for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Units this Agreement and the consummation of the transactions contemplated by this Agreement by the Transaction DocumentsCompany, except for the registration of the Units Shares under the Securities Act Act, the listing of the Shares on the New York Stock Exchange and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, license, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares by the Company and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction DocumentsUnderwriting Agreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction DocumentsUnderwriting Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, filing, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Nasdaq Market, Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares by the Company and the consummation by the Company of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as have already been obtained or made or as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Units Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documentsthereby, except for the registration of the Units under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications (i) as have been obtained under the Securities Act and the Trust Indenture Act and (ii) as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) ), the applicable stock exchange and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, filing, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) ), the Exchange and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Units this Agreement and the consummation by the Company of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications (i) as have been obtained or made, (ii) as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the UnderwritersUnderwriters or (iii) as would not, individually or in the aggregate, reasonably be expected to materially adversely affect the consummation of the transactions contemplated by this Agreement.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company each BRP Party of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction Documentshereby, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) ), the Nasdaq Global Select Market and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company and the Operating Partnership of each of the Transaction Documents, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Nasdaq Market and the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement or any Terms Agreement, the issuance and sale by the Company of the Units Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement or of any Terms Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution offer or sale of the Units by the UnderwritersShares.

No Consents Required. No consent, filing, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation by the Company of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of this Agreement and each of the Transaction Documents, the issuance and sale of the Units and the consummation of the transactions contemplated by this Agreement and the Transaction Documents, except for the registration of the Units under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act Act, the listing of the Shares on the Nasdaq Market and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the UnderwritersUnderwriter.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares to be sold by the Company hereunder and the consummation by the Company of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the New York Stock Exchange or the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state or foreign securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, this Agreement and the issuance and sale of the Units and the consummation of the transactions contemplated by the Transaction DocumentsShares, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications (i) as have already been obtained or will have been obtained prior to the Closing Date and (ii) as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the NASDAQ Global Select Market, the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, filing, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company and the Guarantors of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Securities (including the Guarantees) and compliance by the Company and the Guarantors with the terms thereof and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units under the Securities Act and such consents, approvals, authorizations, filings, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units by the Underwriterslaws.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Units securities and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Units Units, Ordinary Shares and Warrants under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Units and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Units and the Ordinary Shares and the Warrants included in the Units under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) FINRA and under applicable state securities laws in connection with the purchase and distribution of the Units by the Underwriters.

No Consents Required. No consent, approval, authorization, license, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Placement Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Placement Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Placement Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares, Warrant Shares and the Warrants and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares and the Warrants under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Securities by the UnderwritersUnderwriter.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except as required by the New York Stock Exchange, for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) ), the Principal Market, and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the UnderwritersAgent.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for (i) the registration of the Units Shares under the Securities Act and Act, (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the UnderwritersUnderwriters and (iii) the filing of a restated certificate of incorporation of the Company with the Secretary of State of the State of Delaware.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company Transaction Parties of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by this Agreement, including, without limitation, the Transaction DocumentsRecapitalization, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation by the Company of the transactions contemplated by this Agreement or the Transaction DocumentsTime of Sale Information and the Prospectus, except for (i) the registration of the Units Shares under the Securities Act and Act; (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws, or equivalent foreign laws, in connection with the purchase and distribution of the Shares by the Underwriters; and (iii) under the Conduct Rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units by the Underwriters).

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Placement Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Placement Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Placement Shares by the UnderwritersCowen.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Units and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Units and the shares of Common Stock and the Warrants included in the Units under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) FINRA and under applicable state securities laws in connection with the purchase and distribution of the Units by the Underwriters.

No Consents Required. No consent, filing, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Placement Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Placement Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Placement Shares by the UnderwritersAgents.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Placement Shares by the Company and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Placement Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Placement Shares by the UnderwritersCowen.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by any applicable stock exchange, the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state and foreign securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Placement Shares by the Company and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Placement Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Placement Shares by the Underwriters▇▇▇▇▇.

No Consents Required. No consent, filing, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Placement Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Placement Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Placement Shares by the UnderwritersAgent.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority Governmental Authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale by the Company of the Units Placement Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for (i) the registration of the Units Placement Shares under the Securities Act and Act, (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution sale of the Units Placement Shares by the UnderwritersAgent acting as the Agent.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale by the Company of the Units and the consummation of the transactions contemplated by the Transaction DocumentsPlacement Shares, except for (i) the registration of the Units Placement Shares under the Securities Act (including the declaration of effectiveness of the Registration Statement for the Placement Shares by the SEC) and (ii) for such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws or by the by‑laws and rules of the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”) and under applicable state securities laws or the Exchange in connection with the purchase and distribution sale of the Units Placement Shares by the UnderwritersAgent.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Units this Agreement and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement , except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”), the approval for listing on the Exchange (as defined below) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Units Securities (including the issuance of any Underlying Securities upon conversion thereof ) and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Units under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution resale of the Units Securities by the UnderwritersInitial Purchasers.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required for official listing on the Principal Market, by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the UnderwritersAgent.

No Consents Required. No consent, filing, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation by the Company of the transactions contemplated by the Transaction Documentsthis Agreement, except for (i) the registration of the Units Shares under the Securities Act and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase sale and distribution of the Units by Shares through the UnderwritersAgents.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of this Agreement or each of the Transaction Documents, the issuance and sale of the Units being delivered on the Closing Date and the consummation of the transactions contemplated by this Agreement or the Transaction Documents, except for the registration of the Units under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units by the Underwriters.

No Consents Required. No material consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company Issuer of each of the Transaction DocumentsDocuments to which it is a party, the issuance and sale of the Units Securities and compliance by the Issuer with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Units under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”i) and under applicable state securities laws in connection with the purchase and distribution resale of the Units Securities by the UnderwritersUnderwriters and (ii) under the Securities Act, the Trust Indenture Act and applicable state securities laws.

No Consents Required. No consent, filing, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the UnderwritersAgent.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act Act, the listing of the Shares on the Nasdaq Market and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for (i) the registration of the Units Shares under the Securities Act and Act, (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the UnderwritersUnderwriters and (iii) those that have already been obtained.

No Consents Required. No consent, filing, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation by the Company of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) ), the Exchange, and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by or through the UnderwritersAgent.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Notes and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except except (i) for the registration of the Units Notes under the Securities Act and the qualification of the Indenture under the Trust Indenture Act, (ii) for such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Notes by the UnderwritersUnderwriters and (iii) such as have been obtained from the Bermuda Monetary Authority and are in full force and effect.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by NASDAQ or the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company and each of the Guarantors of each of the Transaction DocumentsDocuments to which each is a party, the issuance and sale of the Units Securities and issuance of the related Guarantees, and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Units under the Securities Act and such consents, approvals, authorizations, orders and orders, registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution resale of the Units Securities by the UnderwritersInitial Purchasers.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the NYSE or the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state and foreign securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares by the Company and the consummation by the Company of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as have already been obtained or made or as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and or under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Placement Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Placement Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) ), by the Exchange, and under applicable state securities laws in connection with the purchase and distribution of the Units Placement Shares by the UnderwritersAgent.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation by the Company of the transactions contemplated by the Transaction Documentsthis Agreement, except for (i) the registration of the Units Shares under the Securities Act and Act, (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the UnderwritersUnderwriters and (iii) the filing of a restated certificate of incorporation of the Company with the Secretary of State of the State of Delaware.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, this Agreement and the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction Documents, hereby except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as have already been obtained or made or may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) FINRA, Nasdaq and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Securities and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Securities under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Securities by the Underwriters.

No Consents Required. No consent, filing, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale by the Company of the Units Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Placement Shares by the Company and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Placement Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Placement Shares by the UnderwritersC▇▇▇▇.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Units this Agreement and the consummation by the Company of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as that (i) have been obtained or made or (ii) may be required by the Exchange, the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the UnderwritersUnderwriter.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Placement Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Placement Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) ), the Exchange, and under applicable state securities laws in connection with the purchase and distribution of the Units Placement Shares by the UnderwritersAgent.

No Consents Required. No consent, filing, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation by the Company of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) ), the Principal Market and under applicable state securities laws in connection with the purchase issuance and distribution sale of the Units by the UnderwritersShares.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Units this Agreement and the consummation of the transactions contemplated by this Agreement or the Transaction DocumentsPricing Disclosure Package and the Prospectus, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Listing Exchange, the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Exchange or the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consentfiling with, or authorization, approval, authorizationconsent, license, order, registration registration, qualification or qualification of decree of, any Governmental Entity is necessary or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of its obligations hereunder, in connection with the Transaction Documentsoffering, the issuance and or sale of the Units Shares and the Warrants hereunder or the consummation of the transactions contemplated by this Agreement or the Transaction DocumentsWarrant Agreement, except for the registration of the Units under the Securities Act and such consents, approvals, authorizations, orders and registrations as have been already obtained or qualifications as may be required by under the Securities Act, the rules of the NYSE MKT, state securities laws or the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units by the Underwriters).

No Consents Required. No consent, filing, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the UnderwritersAgents.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for (i) the registration of the Units Shares under the Securities Act and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, filing, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation by the Company of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) or the Principal Market and under applicable state securities laws in connection with the purchase and distribution sale of the Units by the UnderwritersShares.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by each of the Company Ladder Parties of each of the Transaction DocumentsDocuments to which it is a party, the issuance and sale of the Units Securities and compliance by each of the Ladder Parties with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Units under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution resale of the Units Securities by the UnderwritersInitial Purchasers.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of this Agreement, the Transaction DocumentsIndenture, the issuance and sale of the Units Securities and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Securities under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Securities by the UnderwritersUnderwriter.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required to be obtained by the Company for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation by the Company of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company and the Operating Partnership of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for such as have already been obtained regarding the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and ), under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the UnderwritersUnderwriter, and the New York Stock Exchange.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required for official listing on the Nasdaq Market, by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares by the Company, and the consummation of the transactions by the Company contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation by the Company of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications (i) as have been obtained or made, (ii) as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) FINRA and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the UnderwritersUnderwriters or (iii) as would not, individually or in the aggregate, reasonably be expected to materially adversely affect the consummation of the transactions contemplated by this Agreement.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction DocumentsDocuments and the Reorganization, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) FINRA and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Units Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Units Securities under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Securities by the Underwriters.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Units this Agreement and the consummation by the Company of the transactions contemplated by the Transaction Documentsthis Agreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as that (i) have been obtained or made or (ii) may be required by the Exchange, the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each and the Operating Partnership of the Transaction DocumentsAgreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction DocumentsAgreement, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) ), the Exchange and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the UnderwritersUnderwriter.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale by the Company of the Units and the consummation of the transactions contemplated by the Transaction DocumentsPlacement Shares, except for (i) the registration of the Units Placement Shares under the Securities Act (including the declaration of effectiveness of the Registration Statement for the Placement Shares by the SEC) and (ii) for such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”) and under applicable state securities laws or the Exchange in connection with the purchase and distribution sale of the Units Placement Shares by the UnderwritersAgent.

No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documentsthis Agreement, the issuance and sale of the Units Shares and the consummation of the transactions contemplated by the Transaction Documentsthis Agreement and by each Prospectus, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and ), the Principal Market or under applicable state securities laws in connection with the purchase sale and distribution of the Units by the UnderwritersShares.

No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale by the Company of the Units Shares and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Units Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Units Shares by the Underwriters, and except such consents, approvals, authorizations, orders, registrations or qualifications the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect.