Common use of No Unlawful Payments Clause in Contracts

No Unlawful Payments. Neither the Selling Stockholder nor any of its subsidiaries, nor any director or officer of the Selling Stockholder or any of its subsidiaries, nor, to the knowledge of the Selling Stockholder, any employee of the Selling Stockholder or any of its subsidiaries, nor any agent, affiliate or other person acting for or on behalf of the Selling Stockholder or any of its subsidiaries, in their capacity as such, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder and its subsidiaries have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Carvana Parties nor any of its subsidiaries, their respective subsidiaries nor any director or officer of the Selling Stockholder Carvana Parties or any of its their respective subsidiaries, nor, to the knowledge of the Selling StockholderCarvana Parties, any employee of the Selling Stockholder or any of its subsidiariesagent, nor any agentmanager, employee, affiliate or other person or acting for or on behalf of the Selling Stockholder Carvana Parties or any of its subsidiariestheir respective subsidiaries is aware of or has taken any action, directly or indirectly, that has resulted or would result in their capacity as such, has (i) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to a political activity; (ii) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in a violation by any such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korealaws; or (iv) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Carvana Parties and its their respective subsidiaries have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiaries, nor any director or officer of the Selling Stockholder Company or any of its subsidiaries, nor, to the knowledge of the Selling StockholderCompany, any employee of the Selling Stockholder Company or any of its subsidiaries, nor any agent, affiliate or other person acting for or on behalf of the Selling Stockholder Company or any of its subsidiaries, in their capacity as such, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any unlawful rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its subsidiaries have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder Company will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would will result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor Xxxxxxxx Xxxx nor any of its their subsidiaries, nor any director or officer of the Selling Stockholder or any of its subsidiaries, nor, to the knowledge of the Selling StockholderCompany any affiliate, any director, officer or employee of the Selling Stockholder Company or any of its subsidiaries, Xxxxxxxx Xxxx or their subsidiaries nor any agent, affiliate agent or other person associated with or acting for or on behalf of the Selling Stockholder Company or Xxxxxxxx Xxxx or any of its subsidiaries, in their capacity as such, has subsidiaries (i) used has used, or will use, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken taken, or will make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or has violated, is in violation of of, or will violate any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) has made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its Xxxxxxxx Xxxx and their subsidiaries and affiliates have conducted their business in compliance with applicable anti-corruption laws and have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representation and warranty contained herein. Neither the Company nor Xxxxxxxx Xxxx, and the Selling Stockholder nor any of their subsidiaries will not use, directly or indirectly use indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the Securities payment or the Underlying Shares hereundergiving of money, or lendanything else of value, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in violation of any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiaries, Subsidiaries nor any director director, officer, or officer employee of the Selling Stockholder Company or any of its subsidiaries, Subsidiaries nor, to the knowledge of the Selling StockholderCompany’s Knowledge, any employee of the Selling Stockholder or any of its subsidiaries, nor any agent, affiliate or other person or entity associated with or acting for or on behalf of the Selling Stockholder Company or any of its subsidiariesSubsidiaries is aware of or has taken any action, in their capacity as suchdirectly or indirectly, that has resulted or would result in: (iA) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; , (iiB) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including including, without limitation, of any government-owned or controlled entity or of a public international organization, or any person or entity acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; , (iiiC) violated a violation by any such person or is in violation entity of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaws, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (ivD) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its subsidiaries Subsidiaries have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiariessubsidiaries or controlled affiliates, nor any director or officer of the Selling Stockholder or any of its subsidiariesCompany, nor, to the knowledge Company’s knowledge, any employee, agent or representative of the Selling Stockholder, Company or of any employee of its subsidiaries or controlled affiliates or other person acting on behalf of the Selling Stockholder Company or any of its subsidiaries, nor any agent, affiliate subsidiaries or other person acting for or on behalf of the Selling Stockholder or any of its subsidiaries, in their capacity as suchcontrolled affiliates, has (i) used taken (or has any corporate funds for plans to take) any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct or indirect unlawful the payment or benefit giving of money, property, gifts, unlawful contribution, or anything else of value, directly or indirectly, to any foreign “government official” (including any officer or domestic employee of a government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage for the Company or its subsidiaries; (iiiii) has violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korealaws; or (iviii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder ; and the Company and its subsidiaries and controlled affiliates have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures designed to promote and ensure conducted their businesses in compliance with all applicable anti-bribery and anti-corruption laws, laws and the Selling Stockholder will not directly have instituted and are maintaining (and have no present or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available currently foreseeable intent to discontinue) policies and procedures designed to promote and achieve compliance with such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiaries, nor any director director, officer or officer of the Selling Stockholder or any of its subsidiariesemployee, nor, to the knowledge of the Selling Stockholder, any employee of the Selling Stockholder Company or any of its subsidiaries, nor any agentaffiliate of the Company, affiliate agent or other person acting for or on behalf of the Selling Stockholder Company or of any of its subsidiaries, in their capacity as suchsubsidiaries or affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made taken or taken an act will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct or indirect unlawful the payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeoffice (“Governmental Official”) to influence official action or secure an improper advantage; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit, to any Government Official or other person or entity. The Selling Stockholder Company and its subsidiaries and, to the Company’s knowledge, the Company’s other affiliates have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures designed to promote and ensure conducted their businesses in compliance with all applicable anti-bribery and anti-corruption laws, laws and have instituted and maintain and will continue to maintain policies and procedures designed to promote and achieve compliance with such laws and with the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery representation and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption lawswarranty contained herein.

No Unlawful Payments. Neither the Selling Stockholder Company nor its subsidiary nor any of its subsidiariesdirector, nor any director officer, or officer employee of the Selling Stockholder Company or any of its subsidiaries, subsidiary nor, to the knowledge of the Selling StockholderCompany, any employee of the Selling Stockholder or any of its subsidiaries, nor any agent, affiliate or other person or entity associated with or acting for or on behalf of the Selling Stockholder Company or its subsidiary, is aware of or has taken any action, directly or indirectly, that has resulted or would result in: (A) the use of its subsidiaries, in their capacity as such, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; , (iiB) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including including, without limitation, of any government-owned or controlled entity or of a public international organization, or any person or entity acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; , (iiiC) violated a violation by any such person or is in violation entity of any provision of the Corruption of Foreign Public Officials Act (Canada), the United States Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaws, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (ivD) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its subsidiaries subsidiary have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiariesControlled Entities, nor any director director, supervisor, officer, manager or officer employee of the Selling Stockholder Company or any of its subsidiariesControlled Entities, nor, to the knowledge of the Selling StockholderCompany, any employee of the Selling Stockholder or any of its subsidiaries, nor any agentrepresentative, affiliate or other person acting for or on behalf of the Selling Stockholder Company or any of its subsidiaries, in their capacity as such, Controlled Entities has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken taken, or will make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment payment, giving of money, property, gifts, benefit or benefit anything else of value to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office, including in order to influence official action or secure an improper advantage; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any applicable law, rule or regulation of the Cayman Islands, PRC or Hong Kong, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (v) will directly or indirectly use the proceeds of the offering of the Shares by the Company hereunder in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment, giving of money, property, gifts, benefit or anything else of value, to any person in violation of any applicable anti-corruption law. The Selling Stockholder Company and its subsidiaries Controlled Entities have instituted, maintained and enforced, and will continue to maintain and enforce, enforce adequate policies and procedures that are designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiaries, subsidiaries nor any director director, officer or officer employee of the Selling Stockholder Company or any of its subsidiaries, subsidiaries or controlled affiliates nor, to the knowledge of the Selling StockholderCompany, any employee agent or other person associated with or acting on behalf of the Selling Stockholder Company or any of its subsidiaries, nor any agent, affiliate or other person acting for or on behalf of the Selling Stockholder or any of its subsidiaries, in their capacity as such, has subsidiaries (i) has used or will use any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken or will make or take an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has violated or is will be in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed or will commit an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) has made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its subsidiaries and affiliates have conducted their businesses in compliance with applicable anti-corruption and anti-bribery laws and have instituted, maintained and enforced, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery such laws and anti-corruption laws, with the representation and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption lawswarranty contained herein.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiaries, nor any director or officer of the Selling Stockholder or any of its subsidiaries, nor, to the knowledge of the Selling StockholderCompany, any employee their respective directors, officers, employees, agents, affiliates or other persons associated with or acting on behalf of the Selling Stockholder Company or any of its subsidiaries, nor any agent, affiliate or other person acting for or on behalf of the Selling Stockholder or any of its subsidiaries, in their capacity as such, subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or unlawful benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaw (collectively, including Improper Solicitation and Graft Act of Korea and Criminal Act of Koreathe “Anti-Corruption Laws”); or (iv) made, offered, agreed, requested made or taken an act in furtherance of an offer, promise or authorization of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit, with the exception of violations of Anti-Corruption Laws and any actions in furtherance of any unlawful bribe or unlawful benefit (x) that do not involve any executive officer or similar member of senior management of the Company or its subsidiaries and do not represent a systematic failure of compliance controls, (y) with respect to which the Company or such subsidiary has taken or is diligently taking steps to cure such violations and (z) which would not reasonably be expected to have a Material Adverse Effect or result in a violation of the Anti-Corruption Laws by the Underwriters. The Selling Stockholder Company and its subsidiaries have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable antiAnti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption lawsCorruption Laws.

No Unlawful Payments. Neither For the Selling Stockholder last five years, neither the Company nor any of its subsidiaries, nor any director directors or officer of the Selling Stockholder or any of its subsidiariesofficers, nor, to the knowledge of the Selling StockholderCompany, any employee of the Selling Stockholder or any of its subsidiariesemployee, nor any agent, affiliate or other person associated with or acting for or on behalf of the Selling Stockholder Company or any of its subsidiaries, in their capacity as such, subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct the payment, giving or indirect unlawful payment receipt of money, property, gifts or benefit anything else of value, directly or indirectly, to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeoffice in order to influence official action, or to any person in order to influence official action in violation of any applicable anti-corruption laws; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence offense under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its subsidiaries have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither None of the Selling Stockholder nor SDH Parties, any of its their respective subsidiaries, nor any director director, officer or officer employee, of the Selling Stockholder any SDH Party or any of its subsidiaries, northeir respective subsidiaries or, to the knowledge of the Selling StockholderSDH Parties, any employee agent, affiliate, representative or other person associated with or acting on behalf of the Selling Stockholder any SDH Party or any of its subsidiaries, nor any agent, affiliate or other person acting for or on behalf of the Selling Stockholder or any of its subsidiaries, in their capacity as such, respective subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Each SDH Party and its subsidiaries have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. None of the SDH Parties or any of their respective subsidiaries will use, and the Selling Stockholder will not directly or indirectly use indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the Securities payment or the Underlying Shares hereundergiving of money, or lendanything else of value, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in violation of any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither None of the Selling Stockholder nor TWFG Parties, any of its subsidiariestheir respective subsidiaries or affiliates, nor any director or officer of the Selling Stockholder any TWFG Party or any of its subsidiaries, northeir respective subsidiaries or affiliates, to the knowledge of the Selling StockholderTWFG Parties, any employee employee, agent, representative or other person associated with and, in each case, acting on behalf of the Selling Stockholder any TWFG Party or any of its subsidiaries, nor any agent, affiliate their respective subsidiaries or other person acting for or on behalf of the Selling Stockholder or any of its subsidiaries, in their capacity as such, affiliates has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken taken, or will make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery or anti-corruption law or regulation implementing (including, to the extent applicable, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of KoreaKingdom); or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Each TWFG Party and its subsidiaries and affiliates have conducted their business in compliance with applicable anti-corruption laws and have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. None of the TWFG Parties or any of their respective subsidiaries or affiliates will use, and the Selling Stockholder will not directly or indirectly use indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the Securities payment or the Underlying Shares hereundergiving of money, or lendanything else of value, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in violation of any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiaries, nor any director director, officer or officer employee of the Selling Stockholder Company or any of its subsidiaries, subsidiaries nor, to the knowledge of the Selling Stockholder, any employee Company and each of the Selling Stockholder or any of its subsidiariesGuarantors, nor any agent, affiliate or other person associated with or acting for or on behalf of the Selling Stockholder Company or any of its subsidiaries, in their capacity as such, subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amendedamended (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act including, without limitation, making use of Korea and Criminal Act the mails or any means or instrumentality of Koreainterstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, or any other applicable anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its subsidiaries have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures designed to promote and ensure ensure, and which are reasonably expected to continue to ensure, continued compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither (i) With respect to the Silver Point Selling Stockholders, neither such Silver Point Selling Stockholder nor any of its subsidiariessubsidiaries (to the extent applicable), nor any director or officer of the such Silver Point Selling Stockholder or any of its subsidiaries, subsidiaries nor, to the knowledge of the such Silver Point Selling Stockholder, any employee agent, controlled affiliate or other person associated with or acting on behalf of the such Silver Point Selling Stockholder or any of its subsidiaries, nor any agent, affiliate or other person acting for or on behalf of the Selling Stockholder or any of its subsidiaries, in their capacity as such, subsidiaries has (iA) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iiB) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iiiC) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (ivD) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Such Silver Point Selling Stockholder and its subsidiaries have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiaries, subsidiaries nor any director director, officer, or officer employee of the Selling Stockholder Company or any of its subsidiaries, subsidiaries nor, to the knowledge of the Selling StockholderCompany, any employee of the Selling Stockholder or any of its subsidiaries, nor any agent, affiliate or other person or entity associated with or acting for or on behalf of the Selling Stockholder Company or any of its subsidiariessubsidiaries is aware of or has taken any action, directly or indirectly, that has resulted or would result in their capacity as such, has (iA) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iiB) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including including, without limitation, of any government-owned or controlled entity or of a public international organization, or any person or entity acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iiiC) violated a violation by any such person or is in violation entity of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaws, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (ivD) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its subsidiaries have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor each of its Subsidiaries nor any director, officer, or employee of the Company or each of its subsidiaries, nor any director or officer of the Selling Stockholder or any of its subsidiaries, Subsidiaries nor, to the knowledge of the Selling StockholderCompany, any employee of the Selling Stockholder or any of its subsidiaries, nor any agent, affiliate or other person or entity associated with or acting for or on behalf of the Selling Stockholder Company or any each of its subsidiariesSubsidiaries, in their capacity as suchis aware of or has taken any action, directly or indirectly, that has resulted or would result in: (iA) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; , (iiB) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including including, without limitation, of any government-owned or controlled entity or of a public international organization, or any person or entity acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; , (iiiC) violated a violation by any such person or is in violation entity of any provision of the Corruption of Foreign Public Officials Act (Canada), the United States Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaws, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (ivD) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and each of its subsidiaries Subsidiaries have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiariesSubsidiaries, nor any director or officer of the Selling Stockholder or any of its subsidiariesofficer, nor, to the knowledge of the Selling Stockholder, any employee of the Selling Stockholder Company or any of its subsidiariesSubsidiaries, nor any agentemployee, affiliate or agent or other person acting for or on behalf of the Selling Stockholder Company or of any of its subsidiaries, in their capacity as suchSubsidiaries or affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act any action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct or indirect unlawful the payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeoffice (“Governmental Official”) to influence official action or secure an improper advantage; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit, to any Governmental Official or other person or entity. The Selling Stockholder Company and its subsidiaries Subsidiaries and, to the knowledge of the Company, its affiliates have instituted, maintained conducted their businesses in compliance with applicable anti-corruption laws and enforced, have instituted and maintain and will continue to maintain and enforce, policies and procedures designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption laws, laws and with the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery representation and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption lawswarranty contained herein.

No Unlawful Payments. Neither of the Selling Stockholder Transaction Parties nor any of its subsidiaries, their respective subsidiaries nor any director or officer of the Selling Stockholder Transaction Parties or any of its subsidiaries, their respective subsidiaries nor, to the knowledge of either of the Selling StockholderTransaction Parties, or any employee of the Selling Stockholder Transaction Parties or any of its their respective subsidiaries, nor any agent, affiliate or other person associated with or acting for or on behalf of the Selling Stockholder Transaction Parties or any of its subsidiaries, in their capacity as such, respective subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its subsidiaries will not use, directly or indirectly, the proceeds of the offering of the Shares hereunder in furtherance of an offer, promise, or authorization of any direct or indirect unlawful payment or benefit in violation of any applicable anti-bribery or anti-corruption laws. The Transaction Parties and their subsidiaries have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither None of the Selling Stockholder nor Company, any of its subsidiaries, nor or any director director, officer, affiliate, or officer employee of the Selling Stockholder Company or any of its subsidiaries, norsubsidiaries or, to the knowledge of the Selling StockholderCompany, any employee agent, representative, or other person associated with or acting on behalf of the Selling Stockholder Company or any of its subsidiaries, nor any agent, affiliate subsidiaries or other person acting for or on behalf of the Selling Stockholder or any of its subsidiaries, in their capacity as such, affiliates has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken taken, or will take, an act in furtherance of an offer, payment, promise or authorization or approval of any direct or indirect unlawful payment of money, property, gifts, any benefit, or benefit anything of value to any foreign or domestic government official or regulatory official, officer or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and each of its subsidiaries and affiliates have instituted, conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure achieve compliance with all applicable anti-bribery such laws and anti-corruption lawswith the representations and warranties contained herein. Neither the Company nor any of its subsidiaries will use, and the Selling Stockholder will not directly or indirectly use indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the Securities payment or the Underlying Shares hereundergiving of money, or lendanything else of value, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in violation of any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder nor any of its subsidiaries, Company nor any director or officer of the Selling Stockholder or any of its subsidiaries, Company nor, to the knowledge of the Selling StockholderCompany, any employee of the Selling Stockholder or any of its subsidiariesemployee, nor any agent, affiliate affiliate, representative or other person associated with or acting for or on behalf of the Selling Stockholder or any of its subsidiaries, in their capacity as such, Company has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay or authorization or approval of any direct or indirect unlawful payment or benefit benefit, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee, including of any government-government- owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; anticorruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder and its subsidiaries have Company has instituted, maintained and enforced, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, laws and the Selling Stockholder representations and warranties contained herein. The Company will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will notuse, directly or indirectly, use the proceeds of from the offering the of the Securities hereunderShares hereunder in furtherance of any offer, payment, promise to pay or lendauthorization or approval of any payment or benefit, contribute giving or otherwise make available such proceeds receipt of money, property, gifts or anything else of value, to any subsidiary, joint venture partner or other person or entity in violation of any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the (i) Each Non-Direct Selling Stockholder nor Shareholder represents that neither such Non-Direct Selling Shareholder nor, if applicable, any of its subsidiaries, nor any director or officer of the such Selling Stockholder Shareholder or any of its subsidiaries, nor, to the knowledge of the such Non-Direct Selling StockholderShareholder, any employee of the Selling Stockholder of, or any of its subsidiaries, nor any agent, controlled affiliate or other person acting for or on behalf of the of, such Non-Direct Selling Stockholder or Shareholder or, if applicable, any of its subsidiaries, in their capacity as such, subsidiaries has within the past five years (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Neither such Non-Direct Selling Stockholder and Shareholder nor, if applicable, any of its subsidiaries have institutedsubsidiaries, maintained and enforceddirectors, and officers or employees will continue use, directly or, to maintain and enforcethe knowledge of the Non-Direct Selling Shareholder, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption lawsindirectly, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunderhereunder in furtherance of an offer, payment, promise to pay, or lendauthorization of the payment or giving of money, contribute or otherwise make available such proceeds anything else of value, to any subsidiary, joint venture partner or other person or entity in violation of any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws. (ii) Platinum Ivy represents that, in connection with the Company or its subsidiaries, Platinum Ivy has not violated and is not in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, and has not committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law. Platinum Ivy shall not use the proceeds of the offering of the Shares hereunder in violation of any applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiaries, Subsidiaries nor any director director, or officer of the Selling Stockholder Company or any of its subsidiariesSubsidiaries, nor, to the knowledge of the Selling StockholderCompany, any employee of the Selling Stockholder or any of its subsidiariesagent, nor any agentemployee, affiliate or other person or entity associated with or acting for or on behalf of the Selling Stockholder Company or any of its subsidiariesSubsidiaries is aware of or has taken, in their capacity as suchany action, directly or indirectly, that has resulted or would result in: (iA) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iiB) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including including, without limitation, of any government-owned or controlled entity or of a public international organization, or any person or entity acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iiiC) violated a violation by any such person or is in violation entity of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaws (collectively, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea“Anti-Corruption Laws”); or (ivD) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its subsidiaries Subsidiaries have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure compliance with all applicable antiAnti-bribery and anti-corruption lawsCorruption Laws. For the past five years, neither the Company nor any of its Subsidiaries have knowingly engaged in, are now knowingly engaged in, and the Selling Stockholder will not engage in, any dealings or transactions in violation of Anti-Corruptions Laws. The Company will not directly or indirectly use any of the proceeds of the offering sale of the Securities Shares pursuant to the terms of the Rights Offering or the Underlying Backstop Shares hereunderpursuant to the terms of the Backstop Agreement, as applicable, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person or entity in to fund, finance or facilitate any manner activities, business or transactions that will result in a violation are prohibited by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable antiAnti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption lawsCorruption Laws.

No Unlawful Payments. Neither the such Selling Stockholder nor (if such Selling Stockholder is not a natural person) any of its subsidiaries, nor any director director, officer or officer employee of the such Selling Stockholder or (if such Selling Stockholder is not a natural person) any of its subsidiaries, subsidiaries nor, to the knowledge of the such Selling Stockholder, any employee of the Selling Stockholder or any of its subsidiaries, nor any agent, affiliate or other person associated with or acting for or on behalf of the such Selling Stockholder or (if such Selling Stockholder is not a natural person) any of its subsidiaries, in their capacity as such, subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Such Selling Stockholder and its subsidiaries (if such Selling Stockholder is not a natural person) have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. (A) Neither such Selling Shareholder nor (B) in the case of a Corporate Selling Stockholder nor Shareholder, any of its subsidiaries, nor any director or officer of the Selling Stockholder or any of its subsidiaries, norsubsidiaries or, to the knowledge of the such Selling StockholderShareholder, any director, officer or employee of the such Selling Stockholder Shareholder or any of its subsidiariessubsidiaries nor (C) to the knowledge of such Selling Shareholder, nor any agent, affiliate agent or other person acting for or on behalf of such Selling Shareholder or (in the case of a Corporate Selling Stockholder or Shareholder) any of its subsidiaries, in their capacity as such, subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Bxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder and its subsidiaries have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiaries, subsidiaries nor any director or officer of the Selling Stockholder Company or any of its subsidiaries, subsidiaries nor, to the knowledge of the Selling StockholderCompany, any employee of the Selling Stockholder or any of its subsidiariesemployee, nor any agent, affiliate or other person associated with or acting for or on behalf of the Selling Stockholder Company or any of its subsidiaries, in their capacity as such, subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, property, entertainment or other unlawful expense relating to political activity; (ii) made made, taken or taken an act will take any action in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment, promise to pay, or authorization or approval of the payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employee, employee (including any officer or employee of any a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to improperly influence official action or secure an improper advantage for the Company or its subsidiaries; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korealaws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefitbribe, including, without limitation, any rebate, payoff, influence payment, property, gifts, kickback or other unlawful or improper payment or benefitpayment. The Selling Stockholder and Company, its subsidiaries and affiliates have instituted, maintained conducted their businesses in compliance with applicable anti-corruption laws and enforced, have instituted and maintain and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither None of the Selling Stockholder Company, nor any of its subsidiariesNina Biotherapeutics, Inc., Pinta Biotherapeutics, Inc. or Santa Mxxxx Biotherapeutics, Inc. (collectively, the “Predecessor Entities”), nor any director or officer of the Selling Stockholder or any of its subsidiaries, their respective subsidiaries nor, to the knowledge of the Selling StockholderCompany, any employee of the Selling Stockholder or any of its subsidiariesdirector, nor any officer, agent, employee, affiliate or other person associated with or acting for or on behalf of the Selling Stockholder Company, the Predecessor Entities or any of its subsidiaries, in their capacity as such, subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Bxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its subsidiaries have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither None of (x) the Selling Stockholder nor Company, (y) any of its subsidiaries or, (z) to the knowledge of the Company, the Acquired Company or any of its subsidiaries or any director, officer, agent, employee or other person acting on behalf of the Company, any of its subsidiaries, nor any director or officer of the Selling Stockholder Acquired Company or any of its subsidiaries, nor, to the knowledge of the Selling Stockholder, any employee of the Selling Stockholder or any of its subsidiaries, nor any agent, affiliate or other person acting for or on behalf of the Selling Stockholder or any of its subsidiaries, in their capacity as suchapplicable, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an any unlawful act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, employee (including any officer or employee of any a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated from corporate or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Koreafunds; or (iviii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any unlawful rebate, payoff, influence payment, kickback kick-back or other unlawful or improper payment or benefit. The Selling Stockholder Company and each of its subsidiaries have institutedand, maintained to the knowledge of the Company, the Acquired Company and enforcedeach of its subsidiaries, has conducted and will continue to maintain and enforce, policies and procedures designed to promote and ensure currently conducts business in compliance with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and the Selling Stockholder will not directly U.K. Xxxxxxx Xxx 0000, each as may be amended, or indirectly use similar law of any other relevant jurisdiction, or the rules or regulations thereunder, and has instituted and maintain policies and procedures designed to ensure compliance with such laws. No part of the proceeds of the offering will be used by the Company or any of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will notits subsidiaries, directly or indirectly, use the proceeds in violation of the offering Foreign Corrupt Practices Act of 1977, any applicable law or regulation implementing the Securities hereunderOECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or the U.K. Xxxxxxx Xxx 0000, each as may be amended, or lendsimilar law of any other relevant jurisdiction, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner the rules or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption lawsregulations thereunder.

No Unlawful Payments. Neither the Selling Stockholder nor any of its subsidiaries, nor any director or officer None of the Selling Stockholder Company or any of its subsidiaries, noror, to the knowledge of the Selling StockholderCompany, any director, officer, agent, employee or affiliate or other person associated with or acting on behalf of the Selling Stockholder Company or any of its subsidiaries, nor any agent, affiliate or other person acting for or on behalf of the Selling Stockholder or any of its subsidiaries, in their capacity as such, subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Bxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. The Selling Stockholder Company and its subsidiaries have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder nor any None of its subsidiaries, nor any director or officer of the such Selling Stockholder or any of its subsidiaries, norsubsidiaries or, to the knowledge of the such Selling Stockholder, any employee of the Selling Stockholder or any of its subsidiariesdirector, nor any officer, employee, agent, representative or affiliate or other person acting for or on behalf of the Selling Stockholder or any of its subsidiaries, in their capacity as suchthereof, has (i) used any corporate company funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korealaws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any unlawful rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Such Selling Stockholder and its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use . No part of the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will notbe used, directly or indirectly, use the proceeds in violation of the offering Foreign Corrupt Practices Act of 1977, any applicable law or regulation implementing the Securities hereunderOECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or the U.K. Xxxxxxx Xxx 0000, each as may be amended, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and or anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company, nor any of its subsidiaries, nor any director directors or officer officers or, to the knowledge of the Selling Stockholder Company or any of its subsidiaries, nor, to the knowledge of the Selling Stockholder, any employee of the Selling Stockholder or any of its subsidiaries, nor any agent, employee, affiliate or other person associated with or acting for or on behalf of the Selling Stockholder Company or of any of its subsidiaries, in their capacity as such, subsidiaries or affiliates has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; , (ii) made taken or taken an act will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct or indirect unlawful the payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or government-owned or controlled entity or of a public international organization, or any person per-son acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; office to influence official action or secure an improper advantage, (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery antibribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit, to any Government Official or other person or entity. The Selling Stockholder Company and its subsidiaries and affiliates have instituted, maintained conducted their businesses in compliance with applicable anti-corruption laws and enforcedhave instituted and maintain, and will continue to maintain and enforcemaintain, policies and procedures designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.;

No Unlawful Payments. Neither the Selling Stockholder Company nor Xxxxxxxx Xxxx nor any of its their subsidiaries, nor any director or officer of the Selling Stockholder or any of its subsidiaries, nor, to the knowledge of the Selling StockholderCompany any affiliate, any director, officer or employee of the Selling Stockholder Company or any of its subsidiaries, Xxxxxxxx Xxxx or their subsidiaries nor any agent, affiliate agent or other person associated with or acting for or on behalf of the Selling Stockholder Company or Xxxxxxxx Xxxx or any of its subsidiaries, in their capacity as such, has subsidiaries (i) used has used, or will use, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken taken, or will make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or has violated, is in violation of of, or will violate any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) has made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its Xxxxxxxx Xxxx and their subsidiaries and affiliates have conducted their business in compliance with applicable anti-corruption laws and have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representation and warranty contained herein. Neither the Company nor Xxxxxxxx Xxxx, and the Selling Stockholder nor any of their subsidiaries will not use, directly or indirectly use indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the Securities payment or the Underlying Shares hereundergiving of money, or lendanything else of value, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in violation of any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the such Selling Stockholder nor (if such Selling Stockholder is not a natural person) any of its subsidiaries, subsidiaries nor any director director, officer or officer employee of the such Selling Stockholder or (if such Selling Stockholder is not a natural person) any of its subsidiaries, subsidiaries nor, to the knowledge of the such Selling Stockholder, any employee of the Selling Stockholder or any of its subsidiaries, nor any agent, affiliate or other person associated with or acting for or on behalf of the such Selling Stockholder or (if such Selling Stockholder is not a natural person) any of its subsidiaries, in their capacity as such, subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Such Selling Stockholder and its subsidiaries (if such Selling Stockholder is not a natural person) have instituted, maintained and enforced, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the . Neither such Selling Stockholder nor (if such Selling Stockholder is not a natural person) any of its subsidiaries will not use, directly or indirectly use indirectly, the proceeds of the offering of the Securities or the Underlying Shares hereunderhereunder in furtherance of an offer, payment, promise to pay, or lendauthorization of the payment or giving of money, contribute or otherwise make available such proceeds anything else of value, to any subsidiary, joint venture partner or other person or entity in violation of any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Carvana Parties nor any of its subsidiaries, their respective subsidiaries nor any director or officer of the Selling Stockholder Carvana Parties or any of its their respective subsidiaries, nor, to the knowledge of the Selling StockholderCarvana Parties, any employee of the Selling Stockholder or any of its subsidiariesagent, nor any agentmanager, employee, affiliate or other person acting for or on behalf of the Selling Stockholder Carvana Parties or any of its subsidiariestheir respective subsidiaries is aware of or has taken any action, directly or indirectly, that has resulted or would result in their capacity as such, has (i) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to a political activity; (ii) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in a violation by any such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korealaws; or (iv) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Carvana Parties and its their respective subsidiaries have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor its subsidiary nor any of its subsidiariesdirector, nor any director officer, or officer employee of the Selling Stockholder Company or any of its subsidiaries, subsidiary nor, to the knowledge of the Selling StockholderCompany, any employee of the Selling Stockholder or any of its subsidiaries, nor any agent, affiliate or other person or entity associated with or acting for or on behalf of the Selling Stockholder Company or its subsidiary, is aware of or has taken any action, directly or indirectly, that has resulted or would result in: (A) the use of its subsidiaries, in their capacity as such, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; , (iiB) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including including, without limitation, of any government-owned or controlled entity or of a public international organization, or any person or entity acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; , (iiiC) violated a violation by any such person or is in violation entity of any provision of the Corruption of Foreign Public Officials Act (Canada), the United States Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Bxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaws, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (ivD) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its subsidiaries subsidiary have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the such Selling Stockholder nor nor, if applicable, any of its subsidiaries, nor any director director, officer or officer employee of such Selling Stockholder or any of its subsidiaries nor, to the knowledge of such Selling Stockholder, any agent, affiliate or other person associated with or acting on behalf of such Selling Stockholder or any of its subsidiaries, nor, to the knowledge of the Selling Stockholder, if any employee of the Selling Stockholder or any of its subsidiaries, nor any agent, affiliate or other person acting for or on behalf of the Selling Stockholder or any of its subsidiaries, in their capacity as such, has (i) used has used, or will use, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken taken, or will make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or has violated, is in violation of of, or will violate any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) has made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The If an entity, such Selling Stockholder and its subsidiaries subsidiaries, if any, have conducted their business in compliance with applicable anti-corruption laws and have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, laws and with the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery representation and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption lawswarranty contained herein.

No Unlawful Payments. Neither the Selling Stockholder Carvana Parties nor any of its subsidiaries, their respective subsidiaries nor any director or officer of the Selling Stockholder Carvana Parties or any of its their respective subsidiaries, nor, to the knowledge of the Selling StockholderCarvana Parties, any employee of the Selling Stockholder or any of its subsidiariesagent, nor any agentmanager, employee, affiliate or other person associated with or acting for or on behalf of the Selling Stockholder Carvana Parties or any of its subsidiariestheir respective subsidiaries is aware of or has taken any action, directly or indirectly, that has resulted or would result in their capacity as such, has (i) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to a political activity; (ii) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in a violation by any such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korealaws; or (iv) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Carvana Parties and its their respective subsidiaries have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiaries, subsidiaries nor any director director, or officer of the Selling Stockholder Company or any of its subsidiaries, subsidiaries nor, to the knowledge of the Selling StockholderCompany and each of the Guarantors, any employee of the Selling Stockholder or any of its subsidiariesemployee, nor any agent, affiliate or other person associated with or acting for or on behalf of the Selling Stockholder Company or any of its subsidiariessubsidiaries is aware of or has taken any action, directly or indirectly, that has resulted or would reasonably be expected to result in their capacity as such, has (i) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in a violation by any such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed the commission of an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korealaws; or (iv) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its subsidiaries have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither None of the Selling Stockholder Company or Carnival plc, nor any of its their respective subsidiaries, nor any director directors or officer of the Selling Stockholder or any of its subsidiaries, officers nor, to the knowledge of the Selling StockholderCompany and Carnival plc, any employee of the Selling Stockholder or any of its subsidiaries, nor any agent, employee, representative or affiliate or other person associated with or acting for or on behalf of the Selling Stockholder Company, Carnival plc or any of its subsidiariestheir respective subsidiaries has, in their capacity as suchnor will with proceeds from this offering be, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office, from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any applicable law Law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx U.K. Bxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) mademade any bribe, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company, Carnival plc and its their respective subsidiaries have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither None of the Selling Stockholder nor Company, any of its subsidiariessubsidiaries or, to the knowledge of the Company, any of the Acquired Companies, nor any director director, officer or officer employee of the Selling Stockholder or Company, any of its subsidiariessubsidiaries or, to the knowledge of the Company, any of the Acquired Companies nor, to the knowledge of the Selling StockholderCompany, any employee of the Selling Stockholder or any of its subsidiaries, nor any agent, affiliate or other person acting for or on behalf of the Selling Stockholder Company, any of its subsidiaries or any of its subsidiaries, in their capacity as such, the Acquired Companies has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder and Company, its subsidiaries and, to the knowledge of the Company, the Acquired Companies have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither (i) None of BEPC, the Selling Stockholder Partnership or their controlled affiliates nor any of its subsidiariestheir directors, nor any director officers or officer of the Selling Stockholder or any of its subsidiaries, employees nor, to the knowledge of BEPC or the Selling StockholderPartnership, any employee of the Selling Stockholder agent or any of its subsidiaries, nor any agent, controlled affiliate or other person acting for or on behalf of the Selling Stockholder or any of its subsidiaries, in their capacity as such, has (i) used any corporate funds of BEPC, the Partnership or its controlled affiliates for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption anticorruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder BEPC, the Partnership and its subsidiaries their controlled affiliates have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, . (ii) Each of BEPC and the Selling Stockholder will not directly Partnership has instituted and maintains policies and procedures designed to prevent money laundering by BEPC, the Partnership and their subsidiaries. Except in each case as would not, either individually or indirectly use in the proceeds aggregate, have a Material Adverse Effect on the business or operations of BEPC, the Partnership and their subsidiaries, taken as a whole, or as disclosed in the Disclosure Package, the U.S. Prospectus, the Canadian Preliminary Supplement or the Supplemented Canadian Prospectus: (i) none of BEPC, the Partnership or any of their subsidiaries nor, to the best of the offering knowledge of BEPC and the Securities Partnership, any director, officer, agent or employee of BEPC, the Underlying Shares hereunder, Partnership or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity of their subsidiaries has engaged in any manner that will result in a violation by activity or conduct which would violate any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery money laundering law or regulation; and anti-corruption laws. The Selling Stockholder will not(ii) the operations of BEPC, directly or indirectly, use the proceeds Partnership and their subsidiaries are and have been at all times conducted in compliance with applicable financial recordkeeping and reporting requirements of the offering Money Laundering Laws (as defined below) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving BEPC or the Partnership or any of its subsidiaries with respect to the Securities hereunderMoney Laundering Laws is pending or, to the best knowledge of BEPC and the Partnership, threatened, where “Money Laundering Laws” means the United States Currency and Foreign Transactions Reporting Act of 1970, the money laundering statutes of Canada and all other relevant jurisdictions, the rules and regulations thereunder and any related or lendsimilar rules, contribute regulations or otherwise make available such proceeds to any subsidiaryguidelines, joint venture partner issued, administered or other person or entity in any manner that would result in a violation enforced by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption lawsgovernmental agency.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiaries, subsidiaries nor any director or officer of the Selling Stockholder Company or any of its subsidiaries, subsidiaries nor, to the knowledge of the Selling StockholderCompany and each of the Guarantors, any employee of the Selling Stockholder or any of its subsidiariesemployee, nor any agent, affiliate or other person or entity associated with or acting for or on behalf of the Selling Stockholder Company or any of its subsidiariessubsidiaries is aware of or has taken, any action, directly or indirectly, that has resulted or would result in their capacity as such, has (i) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including including, without limitation, of any government-owned or controlled entity or of a public international organization, or any person or entity acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated a violation by any such person or is in violation entity of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed the commission of an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaws (collectively, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea“Anti-Corruption Laws”); or (iv) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its subsidiaries have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable antiAnti-bribery and antiCorruption Laws. For the past five years, neither the Company nor any of its subsidiaries have knowingly engaged in, are now knowingly engaged in any dealings or transactions in violation of Anti-corruption laws, and the Selling Stockholder Corruptions Laws. The Company will not directly or indirectly use any of the proceeds of the offering of the Securities or the Underlying Shares hereunderoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in to fund, finance or facilitate any manner activities, business or transactions that will result in a violation are prohibited by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable antiAnti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption lawsCorruption Laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiaries, nor any director director, officer or officer of the Selling Stockholder or any of its subsidiariesemployee, nor, to the knowledge of the Selling Stockholder, any employee of the Selling Stockholder Company or any of its subsidiaries, nor any agent, affiliate or other person acting for or on behalf of the Selling Stockholder Company or of any of its subsidiaries, in their capacity as such, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made taken or taken an act will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct or indirect unlawful the payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeoffice (“Governmental Official”) to influence official action or secure an improper advantage; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit, to any Government Official or other person or entity. The Selling Stockholder Company and its subsidiaries and controlled affiliates have instituted, maintained conducted their businesses in compliance with applicable anti-corruption laws and enforced, have instituted and maintain and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representation and warranty contained herein. Neither the Company nor any of its subsidiaries will use, and the Selling Stockholder will not directly or indirectly use indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the Securities payment or the Underlying Shares hereundergiving of money, or lendanything else of value, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in violation of any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder nor any of its subsidiaries, nor any director or officer None of the Selling Stockholder Partnership Entities or its affiliates or any of its subsidiariesthe Subsidiaries, nor, nor to the knowledge of the Selling StockholderPartnership, any director, officer or employee of any of the Selling Stockholder Partnership Entities or any of its subsidiaries, nor the Subsidiaries or any agent, affiliate representative or other person associated with or acting for or on behalf of any of the Selling Stockholder Partnership Entities or any of its subsidiaries, in their capacity as such, the Subsidiaries has (i) used any corporate funds for any unlawful contribution, giftgifts or anything else of value, entertainment or other unlawful expense expense, directly or indirectly, relating to political activityactivity or in order to influence official action; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korealaws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Partnership Entities and its subsidiaries the Subsidiaries have instituted, maintained instituted and enforced, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiariessubsidiaries or affiliates, nor any director director, officer or officer of the Selling Stockholder or any of its subsidiariesemployee, nor, to the knowledge of the Selling Stockholder, any employee of the Selling Stockholder Company or any of its subsidiaries, nor any agent, affiliate agent or other person acting for or on behalf of the Selling Stockholder Company or of any of its subsidiaries, in their capacity as suchsubsidiaries or affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made taken or taken an act will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct or indirect unlawful the payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeoffice (“Governmental Official”) to influence official action or secure an improper advantage; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit, to any Governmental Official or other person or entity. The Selling Stockholder Company and its subsidiaries and affiliates have instituted, maintained conducted their businesses in compliance with applicable anti-corruption laws and enforced, have instituted and maintain and will continue to maintain and enforce, policies and procedures designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption laws, laws and with the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery representation and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption lawswarranty contained herein.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiaries, nor any director director, officer or officer employee of the Selling Stockholder Company or any of its subsidiaries, subsidiaries nor, to the knowledge of the Selling Stockholder, any employee Company and each of the Selling Stockholder or any of its subsidiariesGuarantors, nor any agent, affiliate or other person associated with or acting for or on behalf of the Selling Stockholder Company or any of its subsidiaries, in their capacity as such, subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amendedamended (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti- corruption law, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, or any other applicable anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korealaws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its subsidiaries have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures designed to promote and ensure ensure, and which are reasonably expected to continue to ensure, continued compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiaries, nor any director or officer (B) to the knowledge of the Selling Stockholder Company, after due inquiry, (a) any director, officer or employee of the Company or any of its subsidiaries, nor, to (b) the knowledge of the Selling Stockholder, any employee of the Selling Stockholder Transferred Companies or any of its their subsidiaries, nor directors, officers or employees, or (c) any agent, affiliate or other person associated with or acting for or on behalf of the Selling Stockholder Company, the Transferred Companies or any of its subsidiaries, in or their capacity as such, respective subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee14 employee , including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Bxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its subsidiaries have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiaries, nor any director or officer of the Selling Stockholder or any of its subsidiaries, nor, to the knowledge of the Selling StockholderCompany Parties, any employee of the Selling Stockholder or Indigo Resources nor any of its subsidiaries, nor any director, officer or employee of the Company or any of its subsidiaries or any agent, affiliate or other person associated with or acting for or on behalf of the Selling Stockholder or Company, any of its subsidiaries and, to the knowledge of the Company Parties, Indigo Resources or its subsidiaries, in their capacity as such, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company, its subsidiaries and, to the knowledge of the Company Parties, Indigo Resources and its subsidiaries have instituted, maintained and enforced, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company, XXXX XX nor any of its subsidiariestheir subsidiaries or affiliates, nor any director or officer of the Selling Stockholder or any of its subsidiariesofficer, nor, to the knowledge of the Selling StockholderCompany, any employee of the Selling Stockholder XXXX XX or any of its their subsidiaries, nor any agent, affiliate employee or other person acting for or on behalf of the Selling Stockholder Company, XXXX XX or of any of its subsidiaries, in their capacity as suchsubsidiaries or affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act any action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct or indirect unlawful the payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeoffice (“Government Official”) to influence official action or secure an improper advantage; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit, to any Government Official or other person or entity. The Selling Stockholder Company, XXXX XX and its their subsidiaries and affiliates have instituted, maintained conducted their businesses in compliance with applicable anti-corruption laws and enforced, have instituted and maintain and will continue to maintain and enforce, policies and procedures designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption laws, laws and with the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery representation and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption lawswarranty contained herein.

No Unlawful Payments. Neither the Selling Stockholder Adviser nor any of its subsidiaries, subsidiaries nor any director director, officer, or officer employee of the Selling Stockholder Adviser or any of its subsidiaries, subsidiaries nor, to the knowledge of the Selling StockholderAdviser, any employee of the Selling Stockholder or any of its subsidiaries, nor any agent, affiliate or other person associated with or acting for or on behalf of the Selling Stockholder Adviser or any of its subsidiariessubsidiaries is aware of or has taken any action, directly or indirectly, that has resulted or would result in their capacity as such, has (i) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in a violation by any such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Bxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korealaws; or (iv) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Adviser and its subsidiaries have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither of the Selling Stockholder Transaction Entities nor any of its subsidiaries, their respective subsidiaries nor any director director, officer or officer employee of the Selling Stockholder Transaction Entities or any of its subsidiaries, their respective subsidiaries nor, to the knowledge of the Selling StockholderTransaction Entities, any employee of the Selling Stockholder or any of its subsidiaries, nor any agent, affiliate or other person associated with or acting for or on behalf of the Selling Stockholder Transaction Entities or any of its subsidiariestheir respective subsidiaries or affiliates is aware of or has taken any action, directly or indirectly, that has resulted or would result in their capacity as such, has (i) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in a violation by any such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaws (collectively, including Improper Solicitation and Graft Act of Korea and Criminal Act of Koreathe “Anti-Corruption Laws”); or (iv) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Transaction Entities and its their respective subsidiaries have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither of the Transaction Entities nor their respective subsidiaries will use, and the Selling Stockholder will not directly or indirectly use indirectly, the proceeds of the offering of Securities for the Securities purpose of funding or facilitating offering, paying, promising to pay or authorizing the Underlying Shares hereunderpayment or giving of money, or lendanything else of value, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in violation of any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder nor any of its subsidiaries, nor any director or officer None of the Selling Stockholder Company or any of its subsidiaries, noror any director or officer thereof, or, to the knowledge of the Selling StockholderCompany, any employee of the Selling Stockholder employee, affiliate or any of its subsidiaries, nor any agent, affiliate agent or other person acting for or on behalf of the Selling Stockholder Company or of any of its subsidiaries, in their capacity as suchsubsidiaries or affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made taken or taken an act will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct or indirect unlawful the payment or benefit giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeoffice (“Governmental Official”) to influence official action or secure an improper advantage, or to any person in violation of any applicable anti-corruption laws; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit, to any Government Official or other person or entity. The Selling Stockholder Company and its subsidiaries and, to the knowledge of the Company, its affiliates have instituted, maintained conducted their businesses in compliance with applicable anti-corruption laws and enforced, have instituted and maintain and will continue to maintain and enforce, policies and procedures designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption laws, laws and with the Selling Stockholder representations and warranties contained herein. Neither the Company nor any of its subsidiaries will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will notuse, directly or indirectly, use the proceeds of the offering Offering in furtherance of an offer, payment, promise to pay, or authorization of the Securities hereunderpayment or giving of money, or lendanything else of value, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in violation of any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiaries, subsidiaries nor any director or officer of the Selling Stockholder Company or any of its subsidiaries, subsidiaries nor, to the knowledge of the Selling StockholderCompany, any employee of the Selling Stockholder Company or any affiliate of Company or its subsidiaries, or in the course of its actions for, or on behalf of, the Company or any of its subsidiaries, nor any agent, affiliate agent or other person acting for or on behalf of associated with the Selling Stockholder Company or any of its subsidiaries, in their capacity as such, has (i) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken an act or will make or take any action in furtherance of an offer, promise payment, promise, authorization or authorization approval of any direct or indirect unlawful payment payment, benefit or benefit gift to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (v) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. The Selling Stockholder Company and its subsidiaries have conducted their business in compliance with all applicable anti-bribery and anti-corruption laws and have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither None of the Selling Stockholder Parent Guarantor, the Company nor any of its their subsidiaries, nor any director director, officer or officer employee of the Selling Stockholder Parent Guarantor, the Company or any of its subsidiaries, their subsidiaries nor, to the knowledge of the Selling Stockholder, any employee Company and each of the Selling Stockholder or any of its subsidiariesGuarantors, nor any agent, affiliate or other person associated with or acting for or on behalf of the Selling Stockholder Parent Guarantor, the Company or any of its subsidiaries, in their capacity as such, subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employeeemployee from corporate funds or, to their knowledge, any other funds, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any unlawful rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Parent Guarantor, the Company and its their subsidiaries have instituted, maintained and enforced, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiariesSubsidiaries, nor any director or officer or controlled Affiliate or, to the Knowledge of the Selling Stockholder Company, any non-controlled Affiliate or employee of the Company or any of its subsidiaries, Subsidiaries nor, to the knowledge Knowledge of the Selling Stockholder, any employee of the Selling Stockholder Company or any of its subsidiariesSubsidiaries, nor any agent, affiliate agent or other person associated with or acting for or on behalf of the Selling Stockholder Company or any of its subsidiariesSubsidiaries has, in their capacity as suchthe last five years, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-government- owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law Law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-anti- corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company, its Subsidiaries and its subsidiaries controlled Affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted, maintained and enforced, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither the Company nor its Subsidiaries will use, and the Selling Stockholder will not directly or indirectly use indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the Securities payment or the Underlying Shares hereundergiving of money, or lendanything else of value, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in violation of any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiaries, subsidiaries nor any director or officer of the Selling Stockholder or any of its subsidiariesofficer, nor, to the knowledge of the Selling StockholderCompany, any employee of the Selling Stockholder or any of its subsidiariesemployee, nor any agent, affiliate or other person associated with or acting for or on behalf of the Selling Stockholder Company or any of its subsidiaries, in their capacity as sucheach case acting on behalf of the Company or any of its subsidiaries, is aware of or has taken any action, directly or indirectly, that has resulted or would result in (i) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in a violation by any such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korealaws; or (iv) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its subsidiaries have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither the Company nor its subsidiaries will use, and the Selling Stockholder will not directly or indirectly use indirectly, the proceeds of the offering of Securities for the Securities purpose of funding or facilitating offering, paying, promising to pay or authorizing the Underlying Shares hereunderpayment or giving of money, or lendanything else of value, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in violation of any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder nor any of its subsidiaries, nor any director or officer None of the Selling Stockholder Company or any of its subsidiariesSubsidiaries or any director, norofficer, employee or, to the knowledge of the Selling StockholderCompany, any employee agent of the Selling Stockholder Company or any of its subsidiaries, nor any agent, affiliate or other person acting for or on behalf of the Selling Stockholder or any of its subsidiaries, in their capacity as such, Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment entertainment, or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaws (collectively, including Improper Solicitation and Graft Act of Korea and Criminal Act of Koreathe “Anti-Corruption Laws”); or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback kickback, or other unlawful or improper payment or benefit. The Selling Stockholder Company and its subsidiaries Subsidiaries have instituted, maintained maintain, and enforcedenforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable antithe Anti-bribery and anti-corruption laws, Corruption Laws; and the Selling Stockholder Company will not use, directly or indirectly use indirectly, the proceeds of the offering in furtherance of any offer payment, promise to pay, or authorization of the Securities payment or the Underlying Shares hereundergiving of money, or lendanything else of value, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in violation of any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither Except as otherwise described in the Selling Stockholder Disclosure Documents, neither the Company nor any of its subsidiaries, subsidiaries nor any director director, officer, affiliate, or officer employee of the Selling Stockholder Company or any of its subsidiaries, subsidiaries nor, to the knowledge of the Selling StockholderCompany, any employee agent, representative, or other person associated with or acting on behalf of the Selling Stockholder Company or any of its subsidiaries, nor any agent, affiliate subsidiaries or other person acting for or on behalf of the Selling Stockholder or any of its subsidiaries, in their capacity as such, affiliates has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken taken, or will take, an act in furtherance of an offer, payment, promise or authorization of any direct or indirect unlawful payment of money, any benefit, or benefit anything of value to any foreign or domestic government official or regulatory official, officer or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and each of its subsidiaries and affiliates have instituted, conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure achieve compliance with all applicable anti-bribery such laws and anti-corruption lawswith the representations and warranties contained herein. Neither the Company nor any of its subsidiaries will use, and the Selling Stockholder will not directly or indirectly use indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the Securities payment or the Underlying Shares hereundergiving of money, or lendanything else of value, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in violation of any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiariesSubsidiaries or Affiliated Entities, nor any director director, officer or officer employee of the Selling Stockholder Company or any of its subsidiaries, Subsidiaries or Affiliated Entities nor, to the best knowledge of the Selling Stockholder, any employee Company and each of the Selling Stockholder or any of its subsidiariesSubsidiary Guarantors after due inquiry, nor any agent, affiliate or other person associated with or acting for or on behalf of the Selling Stockholder Company or any of its subsidiaries, in their capacity as such, Subsidiaries or Affiliated Entities has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employeeemployee , including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its subsidiaries Subsidiaries and Affiliated Entities have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure provide assurance of compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor Hxxxxxxx Xxxx nor any of its their subsidiaries, nor any director or officer of the Selling Stockholder or any of its subsidiaries, nor, to the knowledge of the Selling StockholderCompany any affiliate, any director, officer or employee of the Selling Stockholder Company or any of its subsidiaries, Hxxxxxxx Xxxx or their subsidiaries nor any agent, affiliate agent or other person associated with or acting for or on behalf of the Selling Stockholder Company or Hxxxxxxx Xxxx or any of its subsidiaries, in their capacity as such, has subsidiaries (i) used has used, or will use, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken taken, or will make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or has violated, is in violation of of, or will violate any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Bxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) has made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its Hxxxxxxx Xxxx and their subsidiaries and affiliates have conducted their business in compliance with applicable anti-corruption laws and have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representation and warranty contained herein. Neither the Company nor Hxxxxxxx Xxxx, and the Selling Stockholder nor any of their subsidiaries will not use, directly or indirectly use indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the Securities payment or the Underlying Shares hereundergiving of money, or lendanything else of value, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in violation of any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder nor any of its subsidiaries, nor any director or officer None of the Selling Stockholder Company or any of its subsidiariessubsidiaries or controlled affiliates, or any director, officer, or employee thereof, nor, to the knowledge Company’s knowledge, any agent or representative of the Selling Stockholder, any employee Company or of the Selling Stockholder or any of its subsidiaries, nor any agent, affiliate or other person acting for or on behalf of the Selling Stockholder or any of its subsidiaries, in their capacity as such, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made taken or taken an act will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct the payment, giving or indirect unlawful payment receipt of money, property, gifts or benefit anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeoffice (“Governmental Official”) in order to influence official action or secure an improper advantage; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit, to any Governmental Official or other person or entity. The Selling Stockholder Company and each of its subsidiaries and controlled affiliates have instituted, conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption laws, laws and with the Selling Stockholder representations and warranties contained herein and neither the Company nor any of its subsidiaries or controlled affiliates will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will notuse, directly or indirectly, use the proceeds of the offering issuance and sale of the Securities hereunderShares in furtherance of an offer, payment, promise to pay, or lendauthorization of the payment or giving of money, contribute or otherwise make available such proceeds anything else of value, to any subsidiary, joint venture partner or other person or entity in violation of any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Lilium nor any of its subsidiaries, Subsidiaries nor any director or officer of the Selling Stockholder or any of its subsidiariesofficer, nor, to the knowledge of the Selling StockholderLilium, any employee employee, agent, representative or Affiliate or other Person acting on behalf of the Selling Stockholder Lilium or any of its subsidiariesSubsidiaries has, nor any agentin the course of its actions for, affiliate or other person acting for or on behalf of the Selling Stockholder of, Lilium or any of its subsidiaries, in their capacity as such, has Subsidiaries (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense expenses relating to political activity; activity; (ii) made or taken an act any action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct or indirect unlawful the payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign “government official” (including any officer or domestic employee of a government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person Person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official of any federal, state or foreign office or candidate for any federal, state or foreign political office) to improperly influence official action or secure an improper advantage (to the extent acting on behalf of or providing services to Lilium); (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (the “FCPA”), the UK Bribery Act 2010, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, authorized, requested, or taken an act in furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefit. Lilium and its Subsidiaries and, to the knowledge of Lilium, Xxxxxx’s Affiliates have conducted their businesses in compliance with the FCPA, any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under signed December 17, 1997, the Xxxxxxx Xxx 0000 of the United Kingdom or any U.K. Bribery Act 2010 and other applicable anti-bribery or corruption, anti-corruption law, including Improper Solicitation money laundering and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder and its subsidiaries have instituted, maintained and enforcedanti-bribery laws, and will continue to have instituted and maintain and enforce, policies and procedures designed to promote and ensure achieve compliance with all applicable anti-bribery such laws and anti-corruption laws, with the representation and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption lawswarranty contained herein.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiaries, subsidiaries nor any director director, officer or officer employee of the Selling Stockholder Company or any of its subsidiaries, subsidiaries nor, to the knowledge of the Selling StockholderCompany, any employee of the Selling Stockholder or any of its subsidiaries, nor any agent, affiliate or other person associated with or acting for or on behalf of the Selling Stockholder Company or any of its subsidiaries, in their capacity as such, subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct or indirect unlawful payment or benefit or provision of anything of value, directly or indirectly, to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or Articles 432-11 et seq., 433-1 and 433-2, 433-22 to 433-25, 435-1 et seq. and 445-1 et seq. of the French Criminal Code, any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korealaws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its subsidiaries have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither the Company nor its subsidiaries will use, and the Selling Stockholder will not directly or indirectly use indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the Securities payment or the Underlying Shares hereundergiving of money, or lendanything else of value, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in violation of any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither of the Selling Stockholder Transaction Entities nor any of its subsidiaries, their respective subsidiaries nor any director director, officer or officer employee of the Selling Stockholder Transaction Entities or any of its subsidiaries, their respective subsidiaries nor, to the knowledge of the Selling StockholderTransaction Entities, any employee of the Selling Stockholder or any of its subsidiaries, nor any agent, affiliate or other person associated with or acting for or on behalf of the Selling Stockholder Transaction Entities or any of its subsidiariestheir respective subsidiaries or affiliates is aware of or has taken any action, directly or indirectly, that has resulted or would result in their capacity as such, has (i) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in a violation by any such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaws (collectively, including Improper Solicitation and Graft Act of Korea and Criminal Act of Koreathe “Anti-Corruption Laws”); or (iv) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Transaction Entities and its their respective subsidiaries have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither of the Transaction Entities nor their respective subsidiaries will use, and the Selling Stockholder will not directly or indirectly use indirectly, the proceeds of the offering of Securities for the Securities purpose of funding or facilitating offering, paying, promising to pay or authorizing the Underlying Shares hereunderpayment or giving of money, or lendanything else of value, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in violation of any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder nor any of its subsidiaries, nor any director or officer None of the Selling Stockholder Partnership Entities or its affiliates or any of its subsidiariesthe Subsidiaries, nor, nor to the knowledge of the Selling StockholderPartnership, any director, officer or employee of any of the Selling Stockholder Partnership Entities or any of its subsidiaries, nor the Subsidiaries or any agent, affiliate representative or other person associated with or acting for or on behalf of any of the Selling Stockholder Partnership Entities or any of its subsidiaries, in their capacity as such, the Subsidiaries has (i) used any corporate funds for any unlawful contribution, giftgifts or anything else of value, entertainment or other unlawful expense expense, directly or indirectly, relating to political activityactivity or in order to influence official action; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korealaws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Partnership Entities and its subsidiaries the Subsidiaries have instituted, maintained instituted and enforced, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither To the knowledge of the Selling Stockholder nor Shareholder, none of the Selling Shareholder, any of its subsidiaries, nor any director or officer of the Selling Stockholder their directors or any of its subsidiaries, nor, to the knowledge of the Selling Stockholder, any employee of the Selling Stockholder officers or any of its subsidiaries, nor any agent, affiliate employee or other person associated with or acting for or on behalf of the Selling Stockholder Shareholder or any of its subsidiaries, in their capacity as such, subsidiaries has (iA) used directly or indirectly, any corporate funds or anything else of value for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; , (iiB) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful or improper payment or benefit to any foreign or domestic government official or employeeemployee from corporate funds, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iiiC) violated or is in violation of any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amendedthe United Kingdom Bxxxxxx Xxx 0000, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, Transactions (including any applicable law or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom regulation implementing such convention) or any similar laws in any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; jurisdictions or (ivD) made, offered, agreed, requested or taken an act in furtherance of made any unlawful bribe or other unlawful benefit, payments including, without limitationbut not limited to, any a bribe, rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefitkickback. The Each of the Selling Stockholder Shareholder and its subsidiaries have instituted, has instituted and maintained and enforced, and will continue to maintain and enforce, policies and procedures designed to promote and ensure achieve compliance with all applicable anti-bribery corruption laws and anti-corruption laws, and regulations. None of the Selling Stockholder will not directly or indirectly use the proceeds Shareholder, any of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will notits subsidiaries will, directly or indirectly, use the proceeds of the offering sale of the Securities hereunderSecurities, or lend, contribute or otherwise knowingly make available such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity in entity, for the purpose of financing or facilitating any manner activity that would result in a violation by violate any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption lawslaw or regulation.

No Unlawful Payments. Neither the Selling Stockholder Carvana Parties nor any of its subsidiaries, their respective subsidiaries nor any director or officer of the Selling Stockholder Carvana Parties or any of its their respective subsidiaries, nor, to the knowledge of the Selling StockholderCarvana Parties, any employee of the Selling Stockholder or any of its subsidiariesagent, nor any agentmanager, employee, affiliate or other person acting for or on behalf of the Selling Stockholder Carvana Parties or any of its subsidiariestheir respective subsidiaries is aware of or has taken any action, directly or indirectly, that has resulted or would result in their capacity as such, has (i) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to a political activity; (ii) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in a violation by any such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Brxxxxx Xxx 0000 of xf the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korealaws; or (iv) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Carvana Parties and its their respective subsidiaries have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiaries, nor any director director, officer or officer of the Selling Stockholder or any of its subsidiariesemployee, nor, to the knowledge of the Selling Stockholder, any employee of the Selling Stockholder Company or any of its subsidiaries, nor any agent, affiliate agent of the Company or other person acting for or on behalf of the Selling Stockholder Company or of any of its subsidiaries, in their capacity as such, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made taken or taken an act will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct or indirect unlawful the payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeoffice (“Governmental Official”) to influence official action or secure an improper advantage; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit, to any Government Official or other person or entity. The Selling Stockholder Company and its subsidiaries and affiliates have instituted, maintained conducted their businesses in compliance with applicable anti-corruption laws and enforced, have instituted and maintain and will continue to maintain and enforce, policies and procedures designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption laws, laws and with the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery representation and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption lawswarranty contained herein.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiaries, nor any director directors or officer officers of the Selling Stockholder Company or any of its subsidiariessubsidiaries or controlled affiliates, nor, to the knowledge of the Selling StockholderCompany, any employee of the Selling Stockholder Company or any of its subsidiaries, subsidiaries or affiliates nor any agent, affiliate agent or other person associated with or acting for or on behalf of the Selling Stockholder Company or any of its subsidiaries, in their capacity as such, subsidiaries has (i) used or will use any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken or will make or take an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of or will violate any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its subsidiaries and controlled affiliates have conducted their business in compliance with applicable anti-corruption laws and have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, laws and with the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity representations and warranties contained in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption lawsthis Agreement.

No Unlawful Payments. Neither of the Selling Stockholder Transaction Parties nor any of its subsidiaries, their respective subsidiaries nor any director or officer of the Selling Stockholder Transaction Parties or any of its subsidiaries, their respective subsidiaries nor, to the knowledge of either of the Selling StockholderTransaction Parties, or any employee of the Selling Stockholder Transaction Parties or any of its their respective subsidiaries, nor any agent, affiliate or other person associated with or acting for or on behalf of the Selling Stockholder Transaction Parties or any of its subsidiaries, in their capacity as such, respective subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its subsidiaries will not use, directly or indirectly, the proceeds of the offering of the Company Shares, if any, and Forward Shares, if any, hereunder in furtherance of an offer, promise, or authorization of any direct or indirect unlawful payment or benefit in violation of any applicable anti-bribery or anti-corruption laws. The Transaction Parties and their subsidiaries have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. 40.1 Neither the Selling Stockholder Company nor any of its subsidiaries, subsidiaries nor any director director, officer, or officer employee of the Selling Stockholder Company or any of its subsidiaries, subsidiaries nor, to the knowledge of the Selling Stockholder, any employee of the Selling Stockholder Company or any of its subsidiaries, nor any agent, affiliate or other person associated with or acting for or on behalf of the Selling Stockholder Company or any of its subsidiaries, in their capacity as such, has subsidiaries has: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization authorisation of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korealaws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful or improper benefit, including, without limitation, any unlawful or improper rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefitbenefit and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to anti-corruption laws is pending or threatened. The Selling Stockholder Company and its subsidiaries have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-anti- bribery and anti-corruption laws. 40.2 As far as the Company is aware, none of the RSA Assets Companies nor any director, officer, or employee of any RSA Assets Company nor any agent, affiliate or other person associated with or acting on behalf of any RSA Assets Company or any of its subsidiaries has used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorisation of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office;

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiaries, nor any director or officer nor, to the knowledge of the Selling Stockholder Company, any director, officer or employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries, nor, to the knowledge of the Selling StockholderCompany, any employee BNC, its subsidiaries, their directors, officers, employees, agents, affiliates or other person associated with or acting on behalf of the Selling Stockholder BNC or any of its subsidiaries, nor any agent, affiliate or other person acting for or on behalf of the Selling Stockholder or any of its subsidiaries, in their capacity as suchsubsdiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its subsidiaries and, to the knowledge of the Company, BNC and its subsidiaries, have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiaries, subsidiaries nor any director or director, officer of the Selling Stockholder Company or any of its subsidiaries, subsidiaries nor, to the knowledge of the Selling StockholderCompany, any employee of the Selling Stockholder or any of its subsidiariesemployee, nor any agent, affiliate or other person associated with or acting for or on behalf of the Selling Stockholder Company or any of its subsidiaries, in their capacity as such, subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, any applicable provision of the Xxxxxxx Xxx 0000 of the United Kingdom, any provision of the Brazilian Anticorruption Law (Federal Laws No. 12,846/2013 and 8,429/1992) and Brazilian Decree 8,420/2015, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any unlawful rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its subsidiaries have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiaries, subsidiaries nor any director director, officer or officer employee of the Selling Stockholder Company or any of its subsidiaries, subsidiaries nor, to the knowledge of the Selling Stockholder, any employee of the Selling Stockholder Company or any of its subsidiariesthe Guarantors, nor any employee, agent, affiliate or other person associated with or acting for or on behalf of the Selling Stockholder Company or any of its subsidiariessubsidiaries is aware of or has taken any action, directly or indirectly, that has resulted or would result in their capacity as such, has (i) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in a violation by any such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, FCPA or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder For the past five years, the Company and its subsidiaries subsidiaries, and, to the knowledge of the Company and its subsidiaries, its and their other affiliates have conducted their businesses in compliance with all applicable anti-bribery and anti-corruption laws (including, without limitation, the FCPA and the Xxxxxxx Xxx 0000 of the United Kingdom) and have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption lawsensure, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunderwhich are reasonably expected to promote and ensure, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption lawscontinued compliance therewith.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiaries, subsidiaries nor any director director, officer, or officer employee of the Selling Stockholder Company or any of its subsidiaries, subsidiaries nor, to the knowledge of the Selling StockholderCompany, any employee of the Selling Stockholder or any of its subsidiaries, nor any agent, affiliate or other person or entity associated with or acting for or on behalf of the Selling Stockholder Company or any of its subsidiariessubsidiaries is aware of or has taken any action, directly or indirectly, that has resulted or would result in their capacity as such, has (iA) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iiB) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including including, without limitation, of any government-owned or controlled entity or of a public international organization, or any person or entity acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iiiC) violated a violation by any such person or is in violation entity of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korealaws; or (ivD) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its subsidiaries have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither None of the Selling Stockholder nor Company, any of its subsidiaries, nor or any director director, officer, affiliate, or officer employee of the Selling Stockholder Company or any of its subsidiaries, norsubsidiaries or, to the knowledge of the Selling StockholderCompany, any employee agent, representative, or other person associated with or acting on behalf of the Selling Stockholder Company or any of its subsidiaries, nor any agent, affiliate subsidiaries or other person acting for or on behalf of the Selling Stockholder or any of its subsidiaries, in their capacity as such, affiliates has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken taken, or will take, an act in furtherance of an offer, payment, promise or authorization or approval of any direct or indirect unlawful payment of money, property, gifts, any benefit, or benefit anything of value to any foreign or domestic government official or regulatory official, officer or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and each of its subsidiaries and affiliates have instituted, conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure achieve compliance with all applicable anti-bribery such laws and anti-corruption lawswith the representations and warranties contained herein. Neither the Company nor any of its subsidiaries will use, and the Selling Stockholder will not directly or indirectly use indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the Securities payment or the Underlying Shares hereundergiving of money, or lendanything else of value, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in violation of any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiaries, nor any director or officer of the Selling Stockholder or any of its subsidiaries, nor, to the knowledge of the Selling StockholderCompany Parties, any employee of the Selling Stockholder or Montage Resources nor any of its subsidiaries, nor any director, officer or employee of the Company or any of its subsidiaries or any agent, affiliate or other person associated with or acting for or on behalf of the Selling Stockholder or Company, any of its subsidiaries and, to the knowledge of the Company Parties, Montage Resources or its subsidiaries, in their capacity as such, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company, its subsidiaries and, to the knowledge of the Company Parties, Montage Resources and its subsidiaries have instituted, maintained and enforced, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiaries, nor any director or officer of the Selling Stockholder or any of its subsidiaries, nor, to the knowledge of the Selling StockholderCompany’s knowledge, any employee of the Selling Stockholder director, officer, employee, controlled affiliate or any of its subsidiaries, nor any agent, affiliate other agent or other person acting for or on behalf of the Selling Stockholder Company or of any of its subsidiaries, in their capacity as suchsubsidiaries or controlled affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made taken or taken an act will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct or indirect unlawful the payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeoffice (“Governmental Official”) to influence official action or secure an improper advantage; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit, to any Governmental Official or other person or entity. The Selling Stockholder Company and its subsidiaries and controlled affiliates have instituted, maintained conducted their businesses in compliance with applicable anti-corruption laws and enforced, have instituted and maintain and will continue to maintain and enforce, policies and procedures designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption laws, laws and with the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery representation and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption lawswarranty contained herein.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiaries, subsidiaries nor any director or officer to the knowledge of the Selling Stockholder Company, any trustee, officer, or employee of the Company or any of its subsidiaries, subsidiaries nor, to the knowledge of the Selling StockholderCompany, any employee of the Selling Stockholder or any of its subsidiaries, nor any agent, affiliate or other person associated with or acting for or on behalf of the Selling Stockholder Company or any of its subsidiariessubsidiaries is aware of or has taken any action, directly or indirectly, that has resulted or would result in their capacity as such, has (i) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in a violation by any such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korealaws; or (iv) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its subsidiaries have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor Hxxxxxxx Xxxx nor any of its their subsidiaries, nor any director or officer of the Selling Stockholder or any of its subsidiaries, nor, to the knowledge of the Selling StockholderCompany any affiliate, any director, officer or employee of the Selling Stockholder Company or any of its subsidiaries, Hxxxxxxx Xxxx or their subsidiaries nor any agent, affiliate agent or other person associated with or acting for or on behalf of the Selling Stockholder Company or Hxxxxxxx Xxxx or any of its subsidiaries, in their capacity as such, has subsidiaries (i) used has used, or will use, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken taken, or will make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or has violated, is in violation of of, or will violate any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Bxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-anti- bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) has made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its Hxxxxxxx Xxxx and their subsidiaries and affiliates have conducted their business in compliance with applicable anti-corruption laws and have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representation and warranty contained herein. Neither the Company nor Hxxxxxxx Xxxx, and the Selling Stockholder nor any of their subsidiaries will not use, directly or indirectly use indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the Securities payment or the Underlying Shares hereundergiving of money, or lendanything else of value, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in violation of any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Guarantor nor any of its subsidiaries, subsidiaries (including the Company) nor any director director, officer or officer employee of the Selling Stockholder Guarantor or any of its subsidiaries, subsidiaries nor, to the knowledge of the Selling StockholderGuarantor, any employee agent, affiliate (including, for purposes of this Section 3(jj), CPA:17 — Global and its subsidiaries), or other person associated with or acting on behalf of the Selling Stockholder Guarantor or any of its subsidiaries, nor any agent, affiliate or other person acting for or on behalf of the Selling Stockholder or any of its subsidiaries, in their capacity as such, has subsidiaries has: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Organisation for Economic Co-operation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korealaws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Guarantor and its subsidiaries have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder nor any of its subsidiaries, nor any director or officer None of the Selling Stockholder Company, the Operating Partnership or any of its subsidiaries, northe Subsidiaries or, to the knowledge of the Selling StockholderCompany, any employee of the Selling Stockholder or any of its subsidiariestrustee, nor any director, officer, agent, employee, affiliate or other person acting for or on behalf of the Selling Stockholder Company, the Operating Partnership or any of its subsidiariesthe Subsidiaries is aware of or has taken any action, directly or indirectly, that has resulted or would result in their capacity as such, has (i) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in a violation by any such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence offense under the Xxxxxxx Xxx 0000 Bribery Act of 2010 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korealaws; or (iv) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company, the Operating Partnership and its subsidiaries the Subsidiaries have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Guarantor nor any of its subsidiaries, nor any director or officer of the Selling Stockholder Guarantor or any of its subsidiaries, nor, to the knowledge of the Selling StockholderGuarantor, any agent, employee or representative of the Selling Stockholder Guarantor or any of its subsidiaries, nor any agent, affiliate or other person associated with or acting for or on behalf of the Selling Stockholder Guarantor or any of its subsidiaries, in their capacity as such, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment of corporate funds or benefit to any foreign or domestic government or regulatory official or employee, including including, without limitation, of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Xxxxxxx Xxx 0000, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence offense under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korealaws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder and its subsidiaries have Guarantor has instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiaries, subsidiaries nor any director or officer of the Selling Stockholder or any of its subsidiaries, Company nor, to the knowledge of the Selling StockholderCompany, any employee of the Selling Stockholder Company or any of its subsidiaries, nor subsidiaries or any agent, affiliate or other person associated with or acting for or on behalf of the Selling Stockholder Company or any of its subsidiaries, in their capacity as such, subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment payment, the giving or receipt of money, property, gifts or anything else of value or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeoffice in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. The Selling Stockholder Company and its subsidiaries have instituted, maintained and enforced, instituted and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiaries, nor any director or officer of the Selling Stockholder Company or any of its subsidiaries, subsidiaries nor, to the knowledge of the Selling StockholderCompany, any employee of the Selling Stockholder or any of its subsidiariesemployee, nor any agent, affiliate or other person associated with or acting for or on behalf of the Selling Stockholder Company or any of its subsidiaries, in their capacity as such, has subsidiaries (i) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, any provision of the Brazilian Anticorruption Law (Federal Laws No. 12,846/2013 and 8,429/1992, as amended by Law No. 14,230/2021), Brazilian Decree 11,129/2022, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (v) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption law. The Selling Stockholder Company and its subsidiaries have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither None of the Selling Stockholder Company or Carnival plc, nor any of its their respective subsidiaries, nor any director directors or officer of the Selling Stockholder or any of its subsidiaries, officers nor, to the knowledge of the Selling StockholderCompany and Carnival plc, any employee of the Selling Stockholder or any of its subsidiaries, nor any agent, employee, representative or affiliate or other person associated with or acting for or on behalf of the Selling Stockholder Company, Carnival plc or any of its subsidiariestheir respective subsidiaries has, in their capacity as suchnor will with proceeds from this offering be, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office, from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any applicable law Law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the U.K. Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) mademade any bribe, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company, Carnival plc and its their respective subsidiaries have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor Xxxxxxxx Xxxx nor any of its their subsidiaries, nor any director or officer of the Selling Stockholder or any of its subsidiaries, nor, to the knowledge of the Selling StockholderCompany any affiliate, any director, officer or employee of the Selling Stockholder Company or any of its subsidiaries, Xxxxxxxx Xxxx or their subsidiaries nor any agent, affiliate agent or other person associated with or acting for or on behalf of the Selling Stockholder Company or Xxxxxxxx Xxxx or any of its subsidiaries, in their capacity as such, has subsidiaries (i) used has used, or will use, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken taken, or will make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or has violated, is in violation of of, or will violate any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-anti- bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) has made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its Xxxxxxxx Xxxx and their subsidiaries and affiliates have conducted their business in compliance with applicable anti-corruption laws and have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representation and warranty contained herein. Neither the Company nor Xxxxxxxx Xxxx, and the Selling Stockholder nor any of their subsidiaries will not use, directly or indirectly use indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the Securities payment or the Underlying Shares hereundergiving of money, or lendanything else of value, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in violation of any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.16

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiaries, subsidiaries nor any director or officer of the Selling Stockholder or any of its subsidiaries, nor, to the knowledge of the Selling StockholderCompany, any employee of the Selling Stockholder or any of its subsidiariesemployee, nor any agent, affiliate or other person associated with or acting for or on behalf of the Selling Stockholder Company or any of its subsidiaries, in their capacity as sucheach case acting on behalf of the Company or any of its subsidiaries, is aware of or has taken any action, directly or indirectly, that has resulted or would result in (i) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in a violation by any such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korealaws; or (iv) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its subsidiaries have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither the Company nor its subsidiaries will use, and the Selling Stockholder will not directly or indirectly use indirectly, the proceeds of the offering of Securities for the Securities purpose of funding or facilitating offering, paying, promising to pay or authorizing the Underlying Shares hereunderpayment or giving of money, or lendanything else of value, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in violation of any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder nor any None of its subsidiaries, nor any director or officer of the such Selling Stockholder or any of its subsidiaries, norsubsidiaries or, to the knowledge of the such Selling Stockholder, any employee of the Selling Stockholder or any of its subsidiariesdirector, nor any officer, employee, agent, representative or affiliate or other person acting for or on behalf of the Selling Stockholder or any of its subsidiaries, in their capacity as suchthereof, has (i) used any corporate company funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Bxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korealaws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any unlawful rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Such Selling Stockholder and its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use . No part of the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will notbe used, directly or indirectly, use the proceeds in violation of the offering Foreign Corrupt Practices Act of 1977, any applicable law or regulation implementing the Securities hereunderOECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or the U.K. Bxxxxxx Xxx 0000, each as may be amended, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and or anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor Xxxxxxxx Xxxx nor any of its their subsidiaries, nor any director or officer of the Selling Stockholder or any of its subsidiaries, nor, to the knowledge of the Selling StockholderCompany any affiliate, any director, officer or employee of the Selling Stockholder Company or any of its subsidiaries, Xxxxxxxx Xxxx or their subsidiaries nor any agent, affiliate agent or other person associated with or acting for or on behalf of the Selling Stockholder Company or Xxxxxxxx Xxxx or any of its subsidiaries, in their capacity as such, has subsidiaries (i) used has used, or will use, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken taken, or will make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or has violated, is in violation of of, or will violate any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-anti- bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) has made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its Xxxxxxxx Xxxx and their subsidiaries and affiliates have conducted their business in compliance with applicable anti-corruption laws and have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representation and warranty contained herein. Neither the Company nor Xxxxxxxx Xxxx, and the Selling Stockholder nor any of their subsidiaries will not use, directly or indirectly use indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the Securities payment or the Underlying Shares hereundergiving of money, or lendanything else of value, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in violation of any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor its Subsidiary nor any of its subsidiariesdirector, nor any director officer, or officer employee of the Selling Stockholder Company or any of its subsidiaries, Subsidiary nor, to the knowledge of the Selling StockholderCompany, any employee of the Selling Stockholder or any of its subsidiaries, nor any agent, affiliate or other person or entity associated with or acting for or on behalf of the Selling Stockholder Company or its Subsidiary, is aware of or has taken any action, directly or indirectly, that has resulted or would result in: (A) the use of its subsidiaries, in their capacity as such, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; , (iiB) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including including, without limitation, of any government-owned or controlled entity or of a public international organization, or any person or entity acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; , (iiiC) violated a violation by any such person or is in violation entity of any provision of the Corruption of Foreign Public Officials Act (Canada), the United States Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Bxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaws, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (ivD) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its subsidiaries Subsidiary have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor Xxxxxxxx Xxxx nor any of its their subsidiaries, nor any director or officer of the Selling Stockholder or any of its subsidiaries, nor, to the knowledge of the Selling StockholderCompany any affiliate, any director, officer or employee of the Selling Stockholder Company or any of its subsidiaries, Xxxxxxxx Xxxx or their subsidiaries nor any agent, affiliate agent or other person associated with or acting for or on behalf of the Selling Stockholder Company or Xxxxxxxx Xxxx or any of its subsidiaries, in their capacity as such, has subsidiaries (i) used has used, or will use, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken taken, or will make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or has violated, is in violation of of, or will violate any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence offense under the Xxxxxxx Brxxxxx Xxx 0000 of xf the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) has made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its Xxxxxxxx Xxxx and their subsidiaries and affiliates have conducted their business in compliance with applicable anti-corruption laws and have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representation and warranty contained herein. Neither the Company nor Xxxxxxxx Xxxx, and the Selling Stockholder nor any of their subsidiaries will not use, directly or indirectly use indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the Securities payment or the Underlying Shares hereundergiving of money, or lendanything else of value, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in violation of any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder nor any of its subsidiaries, nor any director or officer None of the Selling Stockholder Company or any of its subsidiariessubsidiaries or controlled affiliates, or any director, officer, or employee thereof, nor, to the knowledge Company’s knowledge, any agent or representative of the Selling Stockholder, any employee Company or of the Selling Stockholder or any of its subsidiaries, nor any agent, affiliate or other person acting for or on behalf of the Selling Stockholder or any of its subsidiaries, in their capacity as such, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made taken or taken an act will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct the payment giving or indirect unlawful payment receipt of money, property, gifts or benefit anything else of value, directly or indirectly, to any foreign or domestic government official or employeeofficial, including any officer or employee of any a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeoffice (“Governmental Official”) in order to influence official action or secure an improper advantage; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit, to any Governmental Official or other person or entity. The Selling Stockholder Company and each of its subsidiaries and controlled affiliates have instituted, conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representations and warranties contained herein and neither the Company nor any of its subsidiaries or controlled affiliates will use, and the Selling Stockholder will not directly or indirectly use indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the Securities payment or the Underlying Shares hereundergiving of money, or lendanything else of value, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in violation of any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiaries, nor any director or officer of the Selling Stockholder or any of its subsidiaries, Company Subsidiaries nor, to the knowledge of the Selling StockholderCompany, any employee of the Selling Stockholder or any of its subsidiariesdirector, nor any officer, agent, employee, affiliate or any other person acting for Person authorized to act, or acting, on behalf of the Selling Stockholder Company or any Company Subsidiary, is aware of its subsidiariesor has taken any action, directly or indirectly, that would result in their capacity as such, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision by such Persons of the Foreign Corrupt Practices Act of 1977, as amendedand the rules and regulations thereunder (the “Foreign Corrupt Practices Act”), including making use of the mails or any applicable law means or regulation implementing the OECD Convention on Combating Bribery instrumentality of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any unlawful bribe money, or other unlawful benefitproperty, includinggift, without limitationpromise to give, or authorization of the giving of anything of value, regardless of form, whether in money, property or services, to any rebate“foreign official” (as such term is defined in the Foreign Corrupt Practices Act) or any foreign political party or official thereof or any candidate for foreign political office, payoff(i) for the purpose of (A) influencing any act or decision of any government official, influence paymentcandidate, kickback party, campaign or other unlawful Person, (B) inducing such government official, candidate, party, campaign or other Person to do or omit to do any act in violation of a lawful duty, (C) obtaining or retaining business for or with any Person, (D) expediting or securing the performance of official acts of a routine nature or (E) otherwise securing any improper payment advantage, or benefit. The Selling Stockholder (ii) in contravention of the Foreign Corrupt Practices Act or other Law; and its subsidiaries the Company, the Company Subsidiaries and, to the Company’s knowledge, the affiliates of the Company have instituted, maintained conducted their businesses in compliance with the Foreign Corrupt Practices Act or other applicable Law and enforced, have instituted and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption lawsensure, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunderwhich are reasonably expected to continue to ensure, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption lawscontinued compliance therewith.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiariesControlled Entities, nor any director director, officer or officer employee of the Selling Stockholder Company or any of its subsidiariesControlled Entities, acting in their capacity as such, nor, to the knowledge of the Selling StockholderCompany, any employee of the Selling Stockholder or any of its subsidiariesrepresentative, nor any agent, affiliate or other person [associated with or] acting for or on behalf of the Selling Stockholder Company or any of its subsidiaries, in their capacity as such, Controlled Entities has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken taken, or will make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment payment, giving of money, property, gifts, benefit or benefit anything else of value to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office, in order to influence official action or secure an improper advantage; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any applicable law, rule or regulation of the Cayman Islands, the British Virgin Islands, the PRC, Hong Kong, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (v) will directly or indirectly use the proceeds of the offering of the Shares by the Company hereunder in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment, giving of money, property, gifts, benefit or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption law. The Selling Stockholder Company and its subsidiaries Controlled Entities and affiliates have conducted their business in compliance with applicable anti-bribery and anti-corruption laws and have instituted, maintained and enforced, and will continue to maintain and enforce, enforce adequate policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. No investigation, and action, suit or proceedings by or before any court or governmental agency, authority or body or any arbitrator involving the Selling Stockholder will not directly Company or indirectly use the proceeds any of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds Controlled Entities with respect to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and or anti-corruption laws. The Selling Stockholder will notlaws is pending or, directly or indirectly, use to the proceeds knowledge of the offering of the Securities hereunderCompany, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption lawsthreatened.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiariesControlled Entities, nor any director or officer of the Selling Stockholder Company or any of its subsidiariesControlled Entities, acting in their capacity as such, nor, to the knowledge best of the Selling StockholderCompany’s knowledge, any employee of the Selling Stockholder or any of its subsidiariesemployee, nor any representative, agent, affiliate or other person acting for or on behalf of the Selling Stockholder Company or any of its subsidiaries, in their capacity as such, Controlled Entities has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken taken, or will make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment payment, giving of money, property, gifts, benefit or benefit anything else of value to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office, in order to influence official action or secure an improper advantage; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom Kingdom, or any applicable law, rule or regulation of the Cayman Islands, the British Virgin Islands, the PRC, Hong Kong, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (v) will directly or indirectly use the proceeds of the offering of the Shares by the Company hereunder in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment, giving of money, property, gifts, benefit or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption law. The Selling Stockholder Company and its subsidiaries Controlled Entities and affiliates have conducted their business in compliance with applicable anti-bribery and anti-corruption laws and have instituted, maintained and enforced, and will continue to maintain and enforce, enforce adequate policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. No investigation, and action, suit or proceedings by or before any court or governmental agency, authority or body or any arbitrator involving the Selling Stockholder will not directly Company or indirectly use the proceeds any of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds Controlled Entities with respect to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and or anti-corruption laws. The Selling Stockholder will notlaws is pending or, directly or indirectly, use to the proceeds knowledge of the offering of the Securities hereunderCompany, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption lawsthreatened.

No Unlawful Payments. Neither Except as disclosed in the Selling Stockholder Registration Statement or Prospectus, neither the Company nor any of its subsidiaries, Subsidiaries nor any director or officer of the Selling Stockholder or any of its subsidiariesdirector, officer, nor, to the knowledge of the Selling StockholderCompany, any agent or employee of the Selling Stockholder Company or any of its subsidiariesSubsidiaries, nor any agent, affiliate affiliates or other person associated with or acting for or on behalf of the Selling Stockholder Company or any of its subsidiaries, in their capacity as such, Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment of corporate funds or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated taken any action, directly or is indirectly, that would result in a violation of any provision of the Foreign Corrupt Practices Act of 1977, as amendedamended (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korealaws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its subsidiaries Subsidiaries and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and have instituted, maintained and enforced, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder Company nor any of its subsidiaries, subsidiaries nor any director director, officer, or officer employee of the Selling Stockholder Company or any of its subsidiaries, subsidiaries nor, to the knowledge of the Selling StockholderCompany, any employee of the Selling Stockholder or any of its subsidiaries, nor any agent, affiliate or other person or entity associated with or acting for or on behalf of the Selling Stockholder Company or any of its subsidiariessubsidiaries is aware of or has taken any action, in their capacity as suchdirectly or indirectly, that has resulted or would result in: (iA) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; , (iiB) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including including, without limitation, of any government-owned or controlled entity or of a public international organization, or any person or entity acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; , (iiiC) violated a violation by any such person or is in violation entity of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaws, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (ivD) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder Company and its subsidiaries have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Selling Stockholder nor any of its subsidiaries, nor any director or officer None of the Selling Stockholder Company or any of its subsidiaries, noror, to the knowledge of the Selling StockholderCompany, any director, officer, agent, employee or affiliate or other person associated with or acting on behalf of the Selling Stockholder Company or any of its subsidiaries, nor any agent, affiliate or other person acting for or on behalf of the Selling Stockholder or any of its subsidiaries, in their capacity as such, subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. The Selling Stockholder Company and its subsidiaries have instituted, maintained maintain and enforcedenforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.