Common use of Non-Contravention; No Further Authorizations or Approvals Required Clause in Contracts

Non-Contravention; No Further Authorizations or Approvals Required. Neither the issue and sale of the Placement Shares nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, (i) the charter or bylaws of the Company, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties, except in the case of clauses (ii) and (iii) as would not have a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or bylaws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument, except for such conflicts, breaches, defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary, except as would not reasonably be expected to have a Material Adverse Change. No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein, except such as have been obtained under the Securities Act, from the Financial Industry Regulatory Authority (“FINRA”) and as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Placement Shares in the manner contemplated herein and in the Registration Statement and the Prospectus, any free writing prospectus.

Non-Contravention; No Further Authorizations or Approvals Required. Neither the issue and sale Company nor any of the Placement Shares nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, its subsidiaries is (i) the charter in violation of its memorandum and articles of association, charter, by-laws or bylaws of the Companysimilar organizational document, (ii) in default in the terms performance or observance of any indentureobligation, agreement, covenant or condition contained in any contract, leaseindenture, mortgage, deed of trust, note loan, credit agreement, loan agreement note, lease or other agreement, obligation, condition, covenant agreement or instrument to which the Company or any of its subsidiaries is a party or bound by which it or any of them may be bound, or to which any of the properties or assets of the Company or any of its property subsidiaries is subjectsubject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (iii) in violation of any law, statute, law, rule, regulation, judgment, order order, writ or decree applicable to the Company of any arbitrator, court, governmental body, regulatory body, administrative agency, governmental body, arbitrator agency or other authority authority, body or agency having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the case of clauses (ii) and (iii) as would not have aggregate, result in a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and by the Registration Statement and the Prospectus (iincluding the issuance and sale of the Shares and the use of the proceeds from the issuance of the Shares as described therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder (A) have been duly authorized by all necessary corporate action action, (B) do not and will not result in any violation not, whether with or without the giving of the provisions notice or passage of the charter time or bylaws of the Company or any subsidiaryboth, (ii) will not conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument, Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events or liens, charges or encumbrances as that would not, individually singly or in the aggregate, result in a Material Adverse Change Effect), and (iiiC) will not result in any violation of any lawthe provisions of the memorandum and articles of association, administrative regulation charter, by-laws or administrative or court decree applicable to similar organizational document of the Company or any subsidiaryof its subsidiaries or any law, except as would not reasonably be expected to have a Material Adverse Changestatute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. No consentfiling with, or authorization, approval, authorizationconsent, filing with license, order, registration, qualification or order decree of, any Governmental Entity is necessary or required for the performance by the Company of any court or governmental agency or body is required its obligations hereunder, in connection with the offering, issuance or sale of the Shares hereunder or the consummation of the transactions contemplated hereinby this Agreement, except such as have been already obtained under the Securities Act, from the Financial Industry Regulatory Authority (“FINRA”) and or as may be required under the blue sky Securities Act, the rules of the Nasdaq Stock Market LLC, state securities laws, the laws of any jurisdiction in connection with Ireland or the purchase and distribution rules of the Placement Shares Financial Industry Regulatory Authority, Inc. (“FINRA”). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries. With the exception of a standard letter from the Irish Revenue Commissioners confirming the Company’s understanding of the Irish stamp duty treatment of certain dealings in the manner contemplated herein and in the Registration Statement its shares dated 20 June 2017, and the Prospectusrelated letter from the Irish Revenue Commissioners dated 20 June 2017 confirming the Revenue Commissioners agreement to enter into a composition agreement for the purposes of Section 5 of the Stamp Duties Consolidation Xxx 0000 of Ireland, neither the Company nor any free writing prospectusof its subsidiaries has received a material confirmation (or material tax ruling) concerning the tax treatment of a transaction to which the Company or any of its subsidiaries is party to from any European tax authority.

Non-Contravention; No Further Authorizations or Approvals Required. Neither The execution and delivery of, and the issue performance by such Selling Shareholder of its obligations under this Agreement, the Custody Agreement and sale the Power of the Placement Shares nor Attorney and the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, (i) the charter or bylaws of the Company, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties, except in the case of clauses (ii) and (iii) as would not have a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and consummation by such Selling Shareholder of the transactions contemplated hereby and by the Prospectus thereby, (i) have been duly authorized by all necessary corporate action and or on behalf of such Selling Shareholder and, except in the case of Selling Shareholders who are natural persons, will not result in any violation of the provisions of the charter or bylaws by-laws, partnership agreement or operating agreement or similar organizational document of the Company or any subsidiarysuch Selling Shareholder, (ii) will not conflict with or constitute a breach of, or default Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party toto (except for those consents which have been validly obtained or waived prior to the date hereof), any indenture, mortgage, loan agreement or credit agreement, note, contract, franchise, lease instrument to which such Selling Shareholder is a party or other instrumentby which it is bound or under which it is entitled to any right or benefit, except for such conflicts, breaches, defaults, liens, charges or encumbrances as would notnot prevent the consummation by such Selling Shareholder of the transactions contemplated hereby, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any lawlaw (provided no representation is made with respect to compliance with federal, state, or other applicable securities or antifraud laws), administrative regulation or administrative order or court decree applicable to such Selling Shareholder, except, in the Company case of clauses (ii) and (iii), for any such conflict, breach, Default, failure to obtain such consent or any subsidiary, except violation as would not reasonably be expected to have a Material Adverse Changeprevent the consummation by such Selling Shareholder of the transactions contemplated hereby and thereby. No consent, approval, authorizationauthorization or other order of, or registration or filing with or order of with, any court or other governmental or regulatory authority or agency or body is required in connection with for such Selling Shareholder’s execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney and the consummation by such Selling Shareholder of the transactions contemplated hereinhereby and thereby, except such as have been obtained under the Securities Act, from the Financial Industry Regulatory Authority (“FINRA”) and as may be required under the Securities Act, applicable state securities or blue sky laws of any jurisdiction in connection with and from the purchase and distribution of the Placement Shares in the manner contemplated herein and in the Registration Statement and the Prospectus, any free writing prospectusFINRA.

Non-Contravention; No Further Authorizations or Approvals Required. Neither the issue and sale Company nor any of the Placement Shares nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, its subsidiaries is (i) the charter in violation of its memorandum and articles of association, charter, by-laws or bylaws of the Companysimilar organizational document, (ii) in default in the terms performance or observance of any indentureobligation, agreement, covenant or condition contained in any contract, leaseindenture, mortgage, deed of trust, note loan, credit agreement, loan agreement note, lease or other agreement, obligation, condition, covenant agreement or instrument to which the Company or any of its subsidiaries is a party or bound by which it or any of them may be bound, or to which any of the properties or assets of the Company or any of its property subsidiaries is subjectsubject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (iii) in violation of any law, statute, law, rule, regulation, judgment, order order, writ or decree applicable to the Company of any arbitrator, court, governmental body, regulatory body, administrative agency, governmental body, arbitrator agency or other authority authority, body or agency having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the case of clauses (ii) and (iii) as would not have aggregate, result in a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and by the Registration Statement and the Prospectus (iincluding the issuance and sale of the Shares and the use of the proceeds from the issuance of the Shares as described therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder (A) have been duly authorized by all necessary corporate action action, (B) do not and will not result in any violation not, whether with or without the giving of the provisions notice or passage of the charter time or bylaws of the Company or any subsidiaryboth, (ii) will not conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument, Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events or liens, charges or encumbrances as that would not, individually singly or in the aggregate, result in a Material Adverse Change Effect), and (iiiC) will not result in any violation of any lawthe provisions of the memorandum and articles of association, administrative regulation charter, by-laws or administrative or court decree applicable to similar organizational document of the Company or any subsidiaryof its subsidiaries or any law, except as would not reasonably be expected to have a Material Adverse Changestatute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. No consentfiling with, or authorization, approval, authorizationconsent, filing with license, order, registration, qualification or order decree of, any Governmental Entity is necessary or required for the performance by the Company of any court or governmental agency or body is required its obligations hereunder, in connection with the offering, issuance or sale of the Shares hereunder or the consummation of the transactions contemplated hereinby this Agreement, except such as have been already obtained under the Securities Act, from the Financial Industry Regulatory Authority (“FINRA”) and or as may be required under the blue sky Securities Act, the rules of the Nasdaq Stock Market LLC, state securities laws, the laws of any jurisdiction in connection with Ireland or the purchase and distribution rules of the Placement Shares Financial Industry Regulatory Authority, Inc. (“FINRA”). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries. With the exception of a standard letter from the Irish Revenue Commissioners confirming the Company’s understanding of the Irish stamp duty treatment of certain dealings in the manner contemplated herein and in the Registration Statement its shares dated ​ 20 June 2017, and the Prospectusrelated letter from the Irish Revenue Commissioners dated 20 June 2017 confirming the Revenue Commissioners agreement to enter into a composition agreement for the purposes of Section 5 of the Stamp Duties Consolidation Xxx 0000 of Ireland, neither the Company nor any free writing prospectusof its subsidiaries has received a material confirmation (or material tax ruling) concerning the tax treatment of a transaction to which the Company or any of its subsidiaries is party to from any European tax authority.

Non-Contravention; No Further Authorizations or Approvals Required. Neither The execution and delivery by Laurel Crown of, and the issue performance by Laurel Crown of its obligations under, this Agreement, the Power of Attorney and sale of the Placement Shares nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof Custody Agreement do not and will not contravene or conflict with, result in a breach or violation of, or imposition constitute a Default under, or require the consent, approval or waiver (other than any such consent, approval or waiver as may have already been obtained or waived) of any lien, charge or encumbrance upon any property or assets of the Company other party pursuant to, (i) the charter certificate of formation or bylaws limited liability company agreement or other organizational documents of the Company, Laurel Crown or (ii) the terms of LLC Agreement, the Unitholders Agreement, the Registration Rights Agreement and any indenture, contract, lease, mortgage, deed of trust, note agreement, loan other agreement or other agreement, obligation, condition, covenant or instrument to which the Company Laurel Crown is a party or by which it is bound or under which it is entitled to which its property is subjectany right or benefit, or (iii) any statute, law, rule, regulation, provision of applicable law or any judgment, order order, decree or decree regulation applicable to the Company Laurel Crown of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over the Company or any of its propertiesLaurel Crown except, except solely in the case of clauses subclause (ii) and (iii) as would not have a Material Adverse Change. The Company’s execution, delivery and performance of this paragraph and solely insofar as relates to agreements or instruments other than the LLC Agreement, the Unitholders Agreement and consummation of the transactions contemplated hereby and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in Registration Rights Agreement, for any violation of the provisions of the charter such contravention, conflict, breach or bylaws of the Company Default or any subsidiary, (ii) will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the failure to obtain such consent of any other party to, any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument, except for such conflicts, breaches, defaults, liens, charges or encumbrances as which would not, individually or in the aggregate, result in a Material Adverse Change impair the ability of Laurel Crown to consummate the transactions or to perform its obligations contemplated by this Agreement, the Power of Attorney and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary, except as would not reasonably be expected to have a Material Adverse ChangeCustody Agreement. No consent, approval, authorizationauthorization or other order of, or registration or filing with or order of with, any court or other governmental agency authority or body agency, is required in connection with for the consummation by Laurel Crown of the transactions contemplated hereinin this Agreement, except such as have been obtained or made and are in full force and effect under the Securities Act, from the Financial Industry Regulatory Authority (“FINRA”) and as may be required under the applicable state securities or blue sky laws of any jurisdiction in connection with and from the purchase and distribution of the Placement Shares in the manner contemplated herein and in the Registration Statement and the Prospectus, any free writing prospectusNASD.

Non-Contravention; No Further Authorizations or Approvals Required. Neither The execution and delivery by such Selling Stockholder of, and the issue and sale performance by such Selling Stockholder of the Placement Shares nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof its obligations under, this Agreement will not contravene or conflict with, result in a breach or violation of, or imposition constitute a Default under, or require the consent of any lien, charge or encumbrance upon any property or assets of the Company pursuant other party to, (i) the charter or bylaws of the Company, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement by-laws or other agreement, obligation, condition, covenant organizational documents of such Selling Stockholder or any other agreement or instrument to which the Company such Selling Stockholder is a party or by which it is bound or under which it is entitled to which its property is subjectany right or benefit, any provision of applicable law or (iii) any statute, law, rule, regulation, judgment, order order, decree or decree regulation applicable to the Company such Selling Stockholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over the Company or any of its properties, except in the case of clauses (ii) and (iii) as would not have a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or bylaws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrumentsuch Selling Stockholder, except for such violations, conflicts, breaches, defaults, liens, charges Defaults or encumbrances breaches as would notnot be reasonably expected to have, individually or in the aggregate, result a material adverse effect on such Selling Stockholder's ability to consummate the transactions contemplated by this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder of the transactions contemplated in a Material Adverse Change this Agreement except under the Securities Act, applicable state securities or blue sky laws and (iii) will not result in from the NASD and except where the failure to make any violation of such filing or to obtain any lawsuch authorization, administrative regulation approval, consent, license, order, registration qualification or administrative or court decree applicable to the Company or any subsidiary, except as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Change. No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with material adverse effect on such Selling Stockholder's ability to consummate the transactions contemplated herein, except such as have been obtained under the Securities Act, from the Financial Industry Regulatory Authority (“FINRA”) and as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Placement Shares in the manner contemplated herein and in the Registration Statement and the Prospectus, any free writing prospectusby this Agreement.

Non-Contravention; No Further Authorizations or Approvals Required. Neither The execution and delivery by the issue Selling Stockholder of, and sale the performance by the Selling Stockholder of the Placement Shares nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof its obligations under this Agreement will not contravene or conflict with, result in a breach or violation of, or imposition constitute a Default under, or require the consent of any lien, charge or encumbrance upon any property or assets of the Company pursuant other party to, (i) the charter or bylaws by-laws, partnership agreement, trust agreement or other organizational documents of the Company, Selling Stockholder or (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan other agreement or other agreement, obligation, condition, covenant or instrument to which the Company Selling Stockholder is a party or by which it is bound or under which it is entitled to which its property is subjectany right or benefit, or (iii) any statute, law, rule, regulation, provision of applicable law or any judgment, order order, decree or decree regulation applicable to the Company Selling Stockholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over the Company or any of its propertiesSelling Stockholder, except in the case of clauses (ii) and or (iii) as would not have a Material Adverse Change. The Company’s execution), delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or bylaws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument, except for such contraventions, conflicts, breaches, defaults, liens, charges breaches or encumbrances Defaults as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result impair in any violation of any law, administrative regulation or administrative or court decree applicable material respect the Selling Stockholder’s ability to the Company or any subsidiary, except as would not reasonably be expected to have a Material Adverse Changeperform its obligations hereunder and thereunder. No consent, approval, authorizationauthorization or other order of, or registration or filing with or order of with, any court or other governmental agency authority or body agency, is required in connection with for the consummation by the Selling Stockholder of the transactions contemplated hereinin this Agreement, except such as have been obtained under the Securities Act, from the Financial Industry Regulatory Authority (“FINRA”) and as may be required under the Securities Act, applicable state securities or blue sky laws of any jurisdiction in connection with and from the purchase and distribution of the Placement Shares FINRA or as would not, individually or in the manner contemplated herein and aggregate, impair in any material respect the Registration Statement and the Prospectus, any free writing prospectusSelling Stockholder’s ability to perform its obligations hereunder.

Non-Contravention; No Further Authorizations or Approvals Required. Neither The execution and delivery by the issue Selling Stockholder of, and sale the performance by the Selling Stockholder of the Placement Shares nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof its obligations under, this Agreement will not contravene or conflict with, result in a breach or violation of, or imposition constitute a Default under, or require the consent of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, other party to (i) the charter limited liability agreement or bylaws other organizational documents of the Company, Selling Stockholder (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan other agreement or other agreement, obligation, condition, covenant or instrument to which the Company Selling Stockholder is a party or by which it is bound or under which it is entitled to which its property is subjectany right or benefit, or (iii) any statute, law, rule, regulation, provision of applicable law or (iv) any judgment, order order, decree or decree regulation applicable to the Company Selling Stockholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over the Company or any of its properties, Selling Stockholder; except in the case of clauses (ii), (iii) and (iiiiv) as would not have a Material Adverse Change. The Company’s executionhereof, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or bylaws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument, except for such contraventions, conflicts, breaches, defaults, liens, charges or encumbrances defaults as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result impair in any violation of any law, administrative regulation or administrative or court decree applicable material respect the Selling Stockholder’s ability to consummate the Company or any subsidiary, except as would not reasonably be expected to have a Material Adverse Changetransactions contemplated by this Agreement. No consent, approval, authorizationauthorization or other order of, or registration or filing with or order of with, any court or other governmental agency authority or body agency, is required in connection with for the consummation by the Selling Stockholder of the transactions contemplated hereinin this Agreement, except (x) where the failure to obtain any such consent, approval, authorization or other order or to register or file, as have been obtained under the Securities Actcase may be, from would not, individually or in the Financial Industry Regulatory Authority aggregate, impair in any material respect the Selling Stockholder’s ability to consummate the transactions contemplated by this Agreement, (“FINRA”y) and such as may be required under the Securities Act, applicable state securities or blue sky laws of any jurisdiction in connection with and from the purchase and distribution of the Placement Shares in the manner contemplated herein and in the Registration Statement and the Prospectus, any free writing prospectusFINRA or (z) such as have already been obtained.

Non-Contravention; No Further Authorizations or Approvals Required. Neither The execution and delivery by such Selling Stockholder of, and the issue performance by such Selling Stockholder of its obligations under, this Agreement, the Power of Attorney and sale of the Placement Shares nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof Custody Agreement do not and will not contravene or conflict with, result in a breach or violation of, or imposition constitute a Default under, or require any consent, approval or waiver (other than any such consent, approval or waiver as may have already been obtained or waived) of any lien, charge or encumbrance upon any property or assets of the Company other party pursuant to, (i) the charter or bylaws by-laws, certificate of the Companylimited partnership or partnership agreement, certificate of formation or limited liability company agreement, certificate of trust or trust agreement or other organizational documents of such Selling Stockholder (if such Selling Stockholder is not a natural person), or (ii) the terms of LLC Agreement, the Unitholders Agreement, the Registration Rights Agreements and any indenture, contract, lease, mortgage, deed of trust, note agreement, loan other agreement or other agreement, obligation, condition, covenant or instrument to which the Company such Selling Stockholder is a party or by which it is bound or under which it is entitled to which its property is subjectany right or benefit, or (iii) any statute, law, rule, regulation, provision of applicable law or any judgment, order order, decree or decree regulation applicable to the Company such Selling Stockholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over the Company or any of its propertiessuch Selling Stockholder except, except solely in the case of clauses subclause (ii) and (iii) as would not have a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement paragraph and consummation of solely insofar as relates to agreements or instruments other than the transactions contemplated hereby LLC Agreement, the Unitholders Agreements and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in Registration Rights Agreement, for any violation of the provisions of the charter such contravention, conflict, breach or bylaws of the Company Default or any subsidiary, (ii) will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the failure to obtain such consent of any other party to, any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument, except for such conflicts, breaches, defaults, liens, charges or encumbrances as which would not, individually or in the aggregate, result in a Material Adverse Change impair the ability of such Selling Stockholder to consummate the transactions contemplated by this Agreement, the Power of Attorney and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary, except as would not reasonably be expected to have a Material Adverse ChangeCustody Agreement. No consent, approval, authorizationauthorization or other order of, or registration or filing with or order of with, any court or other governmental agency authority or body agency, is required in connection with for the consummation by such Selling Stockholder of the transactions contemplated hereinin this Agreement, except such as have been obtained or made and are in full force and effect under the Securities Act, from the Financial Industry Regulatory Authority (“FINRA”) and as may be except that no representation or warranty is made with respect to those required under the applicable state securities or “blue sky sky” laws of any jurisdiction or applicable Canadian securities laws or those required in connection with the purchase and distribution review of the Placement Shares in terms of the manner contemplated herein and in offering by the Registration Statement and the Prospectus, any free writing prospectusNASD.

Non-Contravention; No Further Authorizations or Approvals Required. Neither The execution and delivery by such Selling Stockholder of, and the issue and sale performance by such Selling Stockholder of its obligations under, this Agreement (i) will not result in any Default under, or require the Placement Shares nor the consummation consent of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant party to, (i) the charter or bylaws by-laws, partnership agreement or other organizational documents of the Companysuch Selling Stockholder, (ii) the terms of will not conflict with or constitute a breach of, or Default under, any indenture, contract, lease, mortgage, deed of trust, note agreement, loan other agreement or other agreement, obligation, condition, covenant or instrument to which the Company such Selling Stockholder is a party or by which it is bound or under which it is entitled to which its property is subject, any right or benefit and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company such Selling Stockholder of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company such Selling Stockholder or any of its properties, except except, in the case of clauses (ii) and (iii) as each case, where such violations, conflicts, breaches or defaults would not have a Material Adverse Change. The Company’s executionhave, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or bylaws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument, except for such conflicts, breaches, defaults, liens, charges or encumbrances as would not, either individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation material adverse effect on the ability of any law, administrative regulation or administrative or court decree applicable such Selling Stockholder to consummate the Company or any subsidiary, except as would not reasonably be expected to have a Material Adverse Changetransactions contemplated hereby. No consent, approval, authorizationauthorization or other order of, or registration or filing with or order of with, any court or other governmental agency authority or body agency, is required in connection with for the consummation by such Selling Stockholder of the transactions contemplated hereinin this Agreement, except (i) such as have been obtained or made on or prior to the Closing Date, (ii) such as have been obtained and are in full force and effect under the Securities Act, from (iii) for such consents, approvals, authorizations or orders as would not adversely affect the Financial Industry Regulatory Authority Underwriter and as would not have, either individually or in the aggregate, a material adverse effect on the ability of such Selling Stockholder to consummate the transactions contemplated hereby or thereby and (“FINRA”iv) and such as may be required under the applicable state securities or blue sky laws of any jurisdiction in connection with and from the purchase and distribution of the Placement Shares in the manner contemplated herein and in the Registration Statement and the Prospectus, any free writing prospectusNASD.