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

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and 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, bylaws or other constitutive document of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company Company, the Operating Partnership nor any of its their respective subsidiaries is (i) in violation of its charterOrganizational Documents, bylaws or other constitutive document or (ii) in default (orin the performance or observance of any obligation, with the giving of notice agreement, covenant or lapse of time, would be in default) condition (“Default”) under contained in any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement or instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which it or any of them may be bound, bound or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, each an “Existing Instrument”), exceptor (iii) in violation of any statute, in law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the case Company or such subsidiary or any of clause its Properties, as applicable, except with respect to clauses (ii) aboveand (iii), for such Defaults or violations as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. The Company’s and Operating Partnership’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby hereby, by the Registration Statement and by the Pricing Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions Organizational Documents of the charterCompany, bylaws or other constitutive document of the Company Operating Partnership or any subsidiaryof their respective subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Company, the Operating Partnership or any of its their subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances consents as would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation have been obtained by the Company of or the transactions contemplated herebyOperating Partnership, and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company Company, the Operating Partnership or any subsidiary. On of their subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, the Operating Partnership or any of their subsidiaries or any of its or their properties, as applicable, except with respect to clauses (ii) and (iii), for such Defaults, violations, breaches or conflicts as of the date hereofwould not, no event has occurred individually or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)aggregate, have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s or the Operating Partnership’s execution, delivery and performance of this Agreement or in connection with the Transaction Documents by offering, issuance or sale of the Company to the extent a party thereto, Securities hereunder or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by this Agreement, except (A) the filing of a supplemental listing application with respect to the Shares by the Pricing Disclosure Package and Company with the ProspectusNYSE, except (B) such as have been obtained or made by the Company or the Operating Partnership and are in full force and effect (C) if required, under the Securities ActAct and applicable state securities or blue sky laws and (D) if required, applicable securities laws of from the several states of the United States or provinces of Canada. As used hereinFinancial Industry Regulatory Authority, a Inc. (“Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesFINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charterarticles of association or operating agreement or similar organizational documents, bylaws as applicable, or other constitutive document or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property their respective properties or assets of the Company or any of its subsidiaries is are subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would notnot be expected, individually or in the aggregate, result in to have a material adverse effect on the condition (financial or other), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charterarticles of association or operating agreement or similar organizational documents, bylaws or other constitutive document as applicable, of the Company or any subsidiary, subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument 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. On of its subsidiaries except, as to clauses (ii) and (iii), as of the date hereofwould not be expected, no event has occurred individually or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)aggregate, to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities ActAct and such as may be required under applicable state securities or blue sky laws, applicable securities laws of the several states of Financial Industry Regulatory Authority (“FINRA”) or the United States or provinces of CanadaNASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company Company, the Operating Partnership nor any of its their respective subsidiaries is (i) in violation of its charterOrganizational Documents, bylaws or other constitutive document or (ii) in default (orin the performance or observance of any obligation, with the giving of notice agreement, covenant or lapse of time, would be in default) condition (“Default”) under contained in any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement or instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which it or any of them may be bound, bound or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, each an “Existing Instrument”), exceptor (iii) in violation of any statute, in law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the case Company or such subsidiary or any of clause its Properties, as applicable, except with respect to clauses (ii) aboveand (iii), for such Defaults or violations as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. The Company’s and Operating Partnership’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby hereby, by the Registration Statement and by the Pricing Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate requisite action and will not result in any violation Default under the Organizational Documents of the provisions of Company, the charter, bylaws or other constitutive document of the Company Operating Partnership or any subsidiaryof their respective subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Company, the Operating Partnership or any of its their subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances consents as would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation have been obtained by the Company of or the transactions contemplated herebyOperating Partnership, and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company Company, the Operating Partnership or any subsidiary. On of their subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, the Operating Partnership or any of their subsidiaries or any of its or their properties, as applicable, except with respect to clauses (ii) and (iii), for such Defaults or violations as of the date hereofwould not, no event has occurred individually or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)aggregate, have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s or the Operating Partnership’s execution, delivery and performance of this Agreement or in connection with the Transaction Documents by offering, issuance or sale of the Company to the extent a party thereto, Securities hereunder or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by this Agreement, except (A) the filing of a supplemental listing application with respect to the Shares by the Pricing Disclosure Package and Company with the ProspectusNYSE, except (B) such as have been obtained or made by the Company or the Operating Partnership and are in full force and effect (C) if required, under the Securities ActAct and applicable state securities or blue sky laws and (D) if required, applicable securities laws of from the several states of the United States or provinces of Canada. As used hereinFinancial Industry Regulatory Authority, a Inc. (“Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesFINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in breach or violation of its certificate or articles of incorporation, charter, bylaws bylaws, limited liability company agreement, certificate or agreement of limited or general partnership, memorandum and articles of association, or other constitutive document or similar organizational documents, as the case may be, of such entity, (ii) in breach of or in default (or, with the giving of notice or lapse of timetime or both, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of their properties, as applicable, except, in the case of clause with respect to clauses (ii) aboveand (iii) only, for such breaches, violations or Defaults as that would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby and or by the Pricing Disclosure Package Registration Statement and the Prospectus (including the issuance and sale of the Placement Shares and the use of the proceeds from the sale of the Placement Shares as described in the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any breach or violation of the provisions certificate or articles of the incorporation, charter, bylaws bylaws, limited liability company agreement, certificate or agreement of limited or general partnership, memorandum and articles of association, or other constitutive document similar organizational documents, as the case may be, of the Company or any subsidiaryof its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge charge, claim 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 Existing Instrument, except and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, as applicable, except, with respect to clauses (ii) and (iii) only, for such conflicts, breaches, Defaults, liens, charges Debt Repayment Triggering Events or encumbrances as violations that would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of CanadaChange. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) ), issued by the Company, the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesSignificant Subsidiaries. Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other governmental body necessary in connection with the execution and delivery by the Company of this Agreement and the performance of the Company of the transactions herein contemplated has been obtained or made and is in full force and effect, except (i) such additional steps as may be required by the bylaws and rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or (ii) such additional steps as may be necessary to qualify the Common Stock for sale by the Sales Agent under state securities or Blue Sky laws.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under its charter, by-laws or other organizational documents, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”)) or (iii) in violation of any statute, exceptlaw, in rule, regulation, judgment, order or decree of any Governmental Entity having jurisdiction over the case Company or such subsidiary or any of their respective property or assets, as applicable, except with respect to clause (ii) aboveonly, for such Defaults as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, the Transaction Documents by the Company, Indenture and the issuance and delivery of the Securities, Notes and consummation of the transactions contemplated hereby and thereby and or thereby, by the Pricing Disclosure Package and or by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of Default under the charter, bylaws by-laws or other constitutive document organizational documents of the Company or any subsidiaryof its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company or any subsidiary. On and of its subsidiaries of any Governmental Entity having jurisdiction over the Company or any of its subsidiaries or any of their respective property or assets, except with respect to clause (ii) only, for such Defaults or Debt Repayment Triggering Events as of the date hereofwould not, no event has occurred individually or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)aggregate, have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency Governmental Entity is required for the Company’s execution, delivery and performance of this Agreement, the Transaction Documents by the Company to the extent a party thereto, Indenture or the issuance and delivery of the Securities, Notes or consummation of the transactions contemplated hereby and thereby and or thereby, by the Pricing Disclosure Package and or by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect or as may be required under the Securities Act, applicable state securities laws of and from the several states of the United States or provinces of CanadaFinancial Industry Regulatory Authority (“FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and the Transaction Documents by the CompanyIndenture, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Information and 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, bylaws or other constitutive document of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing Instrument, except for such conflicts, breaches, Defaults, Debt Repayment Triggering Events, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated herebyChange, 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. On and as of the date hereof, no event has occurred except, for any violations that would not, individually or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)aggregate, result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or the Transaction Documents by the Company to the extent a party theretoIndenture, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Information and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under or will be obtained or made and will be in full force and effect by the Securities Act, applicable securities laws Closing Date by or on behalf of the several states of the United States or provinces of CanadaCompany. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariessubsidiaries prior to any date currently scheduled therefor.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is (i) not in violation of its charteramended and restated certificate of incorporation and, bylaws or other constitutive document or as of the First Closing Date, will not be in violation of its third amended and restated certificate of incorporation (ii) as it may be amended from time to time, the “Amended and Restated Certificate of Incorporation”), and is not in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property Company’s properties or assets of the Company or any of its subsidiaries is are subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would notcould not be reasonably expected, individually or in the aggregate, result in to have a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement, the Transaction Documents by Trust Agreement, the CompanyWarrant Agreement, and the issuance and delivery of Subscription Agreement, the SecuritiesSponsor Warrants Purchase Agreement, and the Registration Rights Agreement or the Insider Letter, consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the IPO Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the IPO Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws or other constitutive document Amended and Restated Certificate of Incorporation of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of this Agreement, the Transaction Documents by Trust Agreement, the Company to Warrant Agreement, the extent a party theretoSubscription Agreement, the Sponsor Warrants Purchase Agreement, the Registration Rights Agreement or the issuance Insider Letter and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the IPO Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities ActAct and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, applicable securities laws of the several states of the United States or provinces of CanadaInc. (“FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesCompany.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither None of the Company nor or any of its subsidiaries is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default under (or, with the giving of notice or lapse of timetime or both, would be in default) (“Default”) its articles of incorporation, charter, by-laws, limited liability company agreement or limited partnership agreement, as applicable, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company it or any of its subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property or assets of the Company it or any of its subsidiaries is subject (each, an “Existing Instrument”)) or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of their properties, as applicable, except, in the case of clause with respect to clauses (ii) aboveand (iii) only, for such Defaults or violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The execution, delivery and performance of the Transaction Documents by the Company, Company of this Agreement and the issuance and delivery of the Securities, Indenture and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action by the Company and will not result in any violation Default under the articles of the provisions of the incorporation, charter, bylaws by-laws, limited liability company or other constitutive document limited partnership agreement of the Company or any subsidiaryof its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company or any subsidiary. On of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of their respective properties except, with respect to clauses (ii) and (iii) only, for such conflicts, breaches, Defaults, Debt Repayment Triggering Events or violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)transactions contemplated by this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, of this Agreement or the issuance and delivery of the Securities, Indenture or consummation of the transactions contemplated hereby (including the issuance and thereby and by sale of the Pricing Disclosure Package and the ProspectusSecurities), except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, and except for such consents, approvals, authorizations, orders, registrations or filings as may be required under applicable state securities or blue sky laws of the several states of the United States or provinces of Canadaforeign securities laws. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) issued by the Company or any of its subsidiaries, 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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, charter or bylaws or other constitutive document similar organizational documents or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The execution, delivery and performance of the Transaction Documents by the CompanyCompany of this Agreement, and the issuance and delivery sale of the Securities, Shares by the Company and the consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus this Agreement (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, charter or bylaws or other constitutive document similar organizational documents of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 (other than liens securing the Senior Secured Credit Facilities) pursuant to, or require the consent of any other party to, any Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument 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. On , except, in the case of clauses (ii) and (iii) above, as would not, individually or in the aggregate, result in a Material Adverse Change or would reasonably be expected to adversely affect the consummation of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)transactions contemplated by this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of this Agreement, the Transaction Documents issuance and sale of the Shares by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby hereby, except for the registration of the Shares under the Securities Act and thereby such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Pricing Disclosure Package Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the Prospectus, except such as purchase and distribution of the Shares by the Underwriter or that have been obtained on or made by prior to the Company and are in full force and effect under the Securities Act, applicable securities laws date of the several states of the United States or provinces of Canadathis Agreement. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither None of the Company nor or any of its subsidiaries is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default under (or, with the giving of notice or lapse of timetime or both, would be in default) (“Default”) its articles of incorporation, charter, by-laws, limited liability company agreement or limited partnership agreement, as applicable, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company it or any of its subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property or assets of the Company it or any of its subsidiaries is subject (each, an “Existing Instrument”)) or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of their properties, as applicable, except, in the case of clause with respect to clauses (ii) aboveand (iii) only, for such Defaults or violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The execution, delivery and performance of the Transaction Documents by the Company, Company of this Agreement and the issuance and delivery of the Securities, Indenture and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action by the Company and will not result in any violation Default under the articles of the provisions of the incorporation, charter, bylaws by-laws, limited liability company or other constitutive document limited partnership agreement of the Company or any subsidiaryof its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company or any subsidiary. On of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of their respective properties except, with respect to clauses (ii) and (iii) only, for such conflicts, Defaults, Debt Repayment Triggering Events or violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)transactions contemplated by this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, of this Agreement or the issuance and delivery of the Securities, Indenture or consummation of the transactions contemplated hereby (including the issuance and thereby and by sale of the Pricing Disclosure Package and the ProspectusSecurities), except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, and except for such consents, approvals, authorizations, orders, registrations or filings as may be required under applicable state securities or blue sky laws of the several states of the United States or provinces of Canadaforeign securities laws. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) issued by the Company or any of its subsidiaries, 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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, the indentures governing the Company’s 6.125% Senior Secured Notes due 2028, 0.750% Convertible Senior Notes due 2025 and 0% Convertible Senior Notes due 2027), or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, for such Defaults as would not, individually singly or in the aggregate, result in a Material Adverse ChangeChange for the Company and its subsidiaries, taken as a whole. The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, Shares and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus (iA) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws or other constitutive document of the Company or any subsidiary, (iiB) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges charges, encumbrances or encumbrances required consents as would not, individually not singly or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation by for the Company of the transactions contemplated herebyand its subsidiaries, taken as a whole and (iiiC) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither The Company’s execution, delivery and performance of this Agreement and consummation of the Company nor any transactions contemplated hereby or by the Registration Statement and the Prospectus (including the issuance and sale of its subsidiaries is the Placement Shares and the use of the proceeds from the sale of the Placement Shares as described in the Prospectus under the caption “Use of Proceeds”) will not (iA) result in a material violation of its charterany existing applicable law, bylaws rule, regulation, judgment, order or other constitutive document decree of any Governmental Entity as of the date hereof (including, without limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those performed by the FDA), (iiB) conflict with, result in any violation or breach of, or constitute a default (or, or an event that with the giving of notice or lapse of time, time or both would be in become a default) under, or give to others any right of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) (a “DefaultDefault Acceleration Event”) under of, any indentureagreement, lease, credit facility, debt, note, bond, mortgage, loan or credit agreement, note, contract, franchise, lease indenture or other instrument (“Contract”) or obligation or other understanding to which the Company or any of its subsidiaries is a party or by which it any property or any asset of them may be boundthe Company is bound or affected, except to the extent that such conflict, default, or Default Acceleration Event is not reasonably likely to which result in a Material Adverse Change, or (C) result in a breach or violation of any of the property terms and provisions of, or assets constitute a default under, the Company’s certificate of incorporation (as the same may be amended or restated from time to time) or bylaws (as the same may be amended or restated from time to time). The Company is not in violation, breach or default under its certificate of incorporation (as the same may be amended or restated from time to time) or bylaws (as the same may be amended or restated from time to time). Neither the Company nor, to its knowledge, any other party is in violation, breach or default of any of its subsidiaries is subject (each, an “Existing Instrument”), except, Contract that has resulted in the case of clause (ii) above, for such Defaults as would not, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change. The executionEach approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other governmental body necessary in connection with the execution and delivery by the Company of this Agreement and the performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and 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, bylaws or other constitutive document of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions herein contemplated herebyhas been obtained or made and is in full force and effect, except (i) with respect to any Applicable Time at which the Sales Agent would not be able to rely on Rule 5110(b)(7)(C)(i) of the Financial Industry Regulatory Authority, Inc. (“FINRA”), such additional steps as may be required by FINRA, (ii) filings with the Commission required under the Securities Act or the Exchange Act, or filings with the Exchange pursuant to the rules and regulations of the Exchange, in each case that are contemplated by this Agreement to be made after the date of this Agreement, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable such additional steps as may be necessary to qualify the Company or any subsidiary. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required Common Stock for the execution, delivery and performance of the Transaction Documents sale by the Company to the extent a party thereto, Sales Agent under state securities or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesBlue Sky laws.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is not (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under its charter or by-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”)) or (iii) in violation of any statute, exceptlaw, in rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the case Company or any of clause its properties, as applicable, except with respect to clauses (ii) aboveand (iii) only, for such Defaults as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby hereby, by the Disclosure Package and by the Pricing Disclosure Package Prospectus (including the issuance and sale of the Units and the use of proceeds from the sale of the Units and the Common Stock and Warrants to be sold pursuant to the Private Placement Agreement as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and with its obligations under the Private Placement Agreement (i) have been duly authorized by all necessary corporate action and will not result in any Default under or violation of the provisions charter or by-laws of the charter, bylaws or other constitutive document of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing Instrument, Instrument (except for such conflicts, breaches, Defaults, breaches or Defaults or liens, charges changes or encumbrances as that would not, individually or in the aggregate, not result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated herebyEffect), and (iii) will not result in any violation of the provisions of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court 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 subsidiary. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time its properties (except for such violations that would constitute, an Event of Default (as defined not result in the Indenturea Material Adverse Effect). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and hereby, by the Pricing Disclosure Package and by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws of and from the several states of NASD, Inc. (the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesNASD”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither None of the Company Company, the Operating Partnership, nor any of its their subsidiaries is (i) in violation of its partnership agreement, charter, bylaws bylaws, or other constitutive document limited liability company agreement or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company Company, the Operating Partnership or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Operating Partnership, the Company or any of its their subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse ChangeEffect. The Company’s and the Operating Partnership’s execution, delivery and performance of the Transaction Documents by the CompanyEquity Distribution Agreements or of any Terms Agreement or Alternative Terms Agreement, and the issuance and delivery of the SecuritiesShares, and consummation of the transactions contemplated hereby and thereby by the Equity Distribution Agreements and by the Pricing Disclosure Package Prospectus and the Prospectus by any Terms Agreement or Alternative Terms Agreement (i) have been or will be duly authorized by all necessary partnership or corporate action action, as applicable, and will not result in any violation of the provisions of the partnership agreement, charter, bylaws or other constitutive document limited liability company agreement of the Company Company, the Operating Partnership or any subsidiaryof their subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Company, the Operating Partnership or any of its their subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, DefaultsDefaults or Debt Repayment Triggering Events, or liens, charges or encumbrances as that would not, individually or in the aggregate, not result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated herebyEffect, and (iii) will not result in any violation of any law, statute, administrative regulation or administrative or court decree applicable to the Company Company, the Operating Partnership or any subsidiary. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except for such as have been obtained or made by the Company and are violations that would not result in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canadaa Material Adverse Effect. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 Company, the Operating Partnership, or any of its their subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries the Subsidiaries is (i) in violation of its chartercharter or by-laws or operating agreement or similar organizational document, bylaws as applicable, or other constitutive document or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries the Subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of the Subsidiaries), or to which any of the property or assets of the Company or any of its subsidiaries the Subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Prospectus and the Prospectus issuance and sale of the Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the chartercharter or by-laws, bylaws operating agreement or other constitutive similar organizational document of the Company or any subsidiarySubsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 the Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges Defaults or encumbrances Debt Repayment Triggering Events as would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities laws of or blue sky laws; provided, however, the several states of Company does not make any representation as to any required consent, approval, authorization or other order of, or registration or filing with, the United States or provinces of CanadaFinancial Industry Regulatory Authority, Inc. (“FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which that gives, or with the giving of notice or lapse of time would give, 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 subsidiariesthe Subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is not (i) in violation of its chartercertificate of incorporation or bylaws, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property its properties or assets of the Company or any of its subsidiaries is are subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, the Transaction Documents by Representatives’ Warrant Agreement, the Company, Representatives’ Warrant and each Lock-Up Agreement and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Pricing Disclosure Package or the Prospectus and the Prospectus issuance and sale of the Public Shares (including the use of proceeds from the sale thereof as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the chartercertificate of incorporation, bylaws bylaws, partnership agreement, operating agreement or other constitutive document similar constitutional or organizational documents, as applicable, of the Company or any subsidiary, Company; (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereofCompany, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined except in the Indenturecase of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of this Agreement, the Transaction Documents by Representatives’ Warrant Agreement, the Company to the extent a party thereto, or the issuance Representatives’ Warrant and delivery of the Securities, or each Lock-Up Agreement and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Pricing Disclosure Package and or the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws of or FINRA or the several states of the United States or provinces of CanadaExchange. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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, purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesCompany.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby or by the Registration Statement and the Prospectus (including the issuance and sale of the Placement Shares and the use of the proceeds from the sale of the Placement Shares as described in the Prospectus under the caption “Use of Proceeds”) will not (A) result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity (as defined below) to which the Company nor is subject as of the date hereof, (B) conflict with, result in any of its subsidiaries is (i) in violation of its charteror breach of, bylaws or other constitutive document or (ii) in constitute a default (or, or an event that with the giving of notice or lapse of time, time or both would be in become a default) under, or give to others any right of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) (a “DefaultDefault Acceleration Event”) under of, any indentureagreement, lease, credit facility, debt, note, bond, mortgage, loan or credit agreement, note, contract, franchise, lease indenture or other instrument (“Contract”) or obligation to which the Company or any of its subsidiaries is a party or by which it any property or any asset of them may be boundthe Company is bound or affected, or to which (C) result in a breach or violation of any of the property terms and provisions of, or assets constitute a default under, the Company’s articles of association (as the Company same may be amended or any of its subsidiaries is subject restated from time to time) (eachthe “Charter”) or other equivalent organizational or governing documents, an “Existing Instrument”), except, except in the case of clause each of clauses (iiA) aboveand (B), for such Defaults as would not, individually or disclosed in the aggregateRegistration Statement and the Prospectus or to the extent that such conflict, default, or Default Acceleration Event would not have or would not reasonably be expected to result in a Material Adverse Change. The executionCompany is not in violation, delivery and performance of breach or default under the Transaction Documents by the Company, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and 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, bylaws Charter or other constitutive document of equivalent organizational or governing documents. Neither the Company or any subsidiarynor, (ii) will not conflict with or constitute a breach ofto its knowledge, or Default or a Debt Repayment Triggering Event (as defined below) 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 tois in violation, breach or default of any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges Contract that has resulted in or encumbrances as would not, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change Change. Each approval, consent, order, authorization, designation, declaration or materially adversely affect filing by or with any regulatory, administrative or other governmental body necessary in connection with the consummation execution and delivery by the Company of this Agreement and the performance of the Company of the transactions herein contemplated herebyhas been obtained or made and is in full force and effect, except (i) with respect to any Applicable Time at which the Sales Agent would not be able to rely on Rule 5110(b)(7)(C)(i) of the Financial Industry Regulatory Authority, Inc. (“FINRA”), such additional steps as may be required by FINRA, (ii) filings with the Commission required under the Securities Act or the Exchange Act, or filings with the Exchange pursuant to the rules and regulations of the Exchange, in each case that are contemplated by this Agreement to be made on or after the date of this Agreement, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable such additional steps as may be necessary to qualify the Company or any subsidiary. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required Placement Shares for the execution, delivery and performance of the Transaction Documents sale by the Company to the extent a party thereto, Sales Agent under state securities or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesBlue Sky laws.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws memorandum of association or other constitutive document bye-laws, as the case may be, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property their respective properties or assets of the Company or any of its subsidiaries is are subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws charter or other constitutive document bye-laws of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument 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. On and as of the date hereofCompany, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined except in the Indenture)case of clauses (ii) and (iii) as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities ActAct and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, applicable securities laws of the several states of the United States or provinces of CanadaInc. (“FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesCompany.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither None of the Company Operating Partnership, the Company, nor any of its their subsidiaries is (i) in violation of its partnership agreement, charter, bylaws bylaws, or other constitutive document limited liability company agreement or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Operating Partnership, the Company or any of its their subsidiaries is a party or by which it the Operating Partnership, the Company or any of them their subsidiaries may be bound, or to which any of the property or assets of the Operating Partnership, the Company or any of its their subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse ChangeEffect. The Operating Partnership’s and the Company’s execution, delivery and performance of this Agreement, the Transaction Documents by Indenture and the CompanyNotes, and the issuance and delivery of the SecuritiesNotes, and consummation of the transactions contemplated hereby and thereby and by the Pricing General Disclosure Package and the Prospectus (i) have been duly authorized by all necessary partnership or corporate action action, as applicable, and will not result in any violation of the provisions of the partnership agreement, charter, bylaws or other constitutive document limited liability company agreement of the Operating Partnership, the Company or any subsidiaryof their subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Operating Partnership, the Company or any of its their subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, DefaultsDefaults or Debt Repayment Triggering Events, or liens, charges or encumbrances as that would not, individually or in the aggregate, not result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated herebyEffect, and (iii) will not result in any violation of any law, statute, administrative regulation or administrative or court decree applicable to the Operating Partnership, the Company or any subsidiary. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except for such as have been obtained or made by the Company and are violations that would not result in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canadaa Material Adverse Effect. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 Operating Partnership, the Company or any of its their subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither Except as otherwise disclosed in the Disclosure Package and the Prospectus, none of the Company nor or any of its subsidiaries is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of timetime or both, would be in default) (“Default”) under its articles of incorporation, charter or by-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries Significant Subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property or assets of the Company or any of its subsidiaries Significant Subsidiaries is subject (each, an “Existing Instrument”)) or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, as applicable, except, in with respect to clauses (i) (other than with respect to the case of clause Company and the Significant Subsidiaries), (ii) aboveand (iii), for such Defaults or violations as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby hereby, by the Disclosure Package and by the Pricing Disclosure Package and the Prospectus (iA) have been duly authorized by all necessary corporate action and will not result in any violation Default under the articles of the provisions of the charterincorporation, bylaws charter or other constitutive document by-laws of the Company or any subsidiarySignificant Subsidiary, (iiB) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Significant Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (C) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except for such conflicts, breaches, Defaults, liens, charges or encumbrances violation as would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, this Agreement or consummation of the transactions contemplated hereby and thereby and hereby, by the Pricing Disclosure Package and or by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws of and from the several states of Financial Industry Regulatory Authority (the United States or provinces of Canada“FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) issued by the Company, the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesSignificant Subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its chartercharter or by-laws, bylaws partnership agreement or other constitutive document operating agreement or (ii) similar organizational document, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries ), or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package each applicable Prospectus and the Prospectus issuance and sale of the Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the chartercharter or by-laws, bylaws partnership agreement or other constitutive operating agreement or similar organizational document of the Company or any subsidiary, as applicable; (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and , except as of the date hereofwould not reasonably be expected, no event has occurred individually or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)aggregate, to result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws of and from the several states of the United States or provinces of Canada. As used herein, a Financial Industry Regulatory Authority (“Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesFINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is not (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under its charter or by-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”)) or (iii) in violation of any statute, exceptlaw, in rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the case Company or any of its properties, as applicable, except with respect to clause (ii) aboveonly, for such Defaults as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby hereby, by the Registration Statement, by the Disclosure Package and by the Pricing Disclosure Package Prospectus (including the issuance and sale of the Units and the use of proceeds from the sale of the Units and the Common Stock and Warrants to be sold pursuant to the Private Placement Agreement as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and with its obligations under the Private Placement Agreement (i) have been duly authorized by all necessary corporate action and will not result in any violation Default under the charter or by-laws of the provisions of the charter, bylaws or other constitutive document of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing Instrument, Instrument (except for such conflicts, breaches, Defaults, breaches or Defaults or liens, charges changes or encumbrances as that would not, individually or in the aggregate, not result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated herebyEffect), and (iii) will not result in any violation of the provisions of its charter or by-laws, any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court 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 subsidiary. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)its properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and hereby, by the Pricing Registration Statement, by the Disclosure Package and by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws of and from the several states of NASD, Inc. (the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesNASD”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby or by the Registration Statement and the Prospectus (including the issuance and sale of the Placement Shares and the use of the proceeds from the sale of the Placement Shares as described in the Prospectus under the caption “Use of Proceeds”) will not (A) result in a material breach or violation of any of the terms and provisions of, or constitute a default under, any law, order, rule or regulation to which the Company or any subsidiary is subject (including, without limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those performed by the FDA), or by which any property or asset of the Company or any subsidiary is bound or affected, (B) conflict with, result in any violation or breach of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) (a “Default Acceleration Event”) of, any agreement, lease, credit facility, debt, note, bond, mortgage, indenture or other instrument (“Contract”) or obligation or other understanding to which the Company or any subsidiary is a party or by which any property or asset of the Company or any subsidiary is bound or affected, except to the extent that such conflict, default, or Default Acceleration Event is not reasonably likely to result in a Material Adverse Change, or (C) result in a breach or violation of any of the terms and provisions of, or constitute a default under, the Company’s certificate of incorporation (as the same may be amended or restated from time to time) or bylaws (as the same may be amended or restated from time to time). Neither the Company nor any of its subsidiaries is in violation, breach or default under its certificate of incorporation (i) in violation of its charteras the same may be amended or restated from time to time), bylaws (as the same may be amended or restated from time to time) or other constitutive document equivalent organizational or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which governing documents. Neither the Company or nor any of its subsidiaries nor, to its knowledge, any other party is a party in violation, breach or by which it default of any Contract that has resulted in or any of them may could reasonably be bound, or expected to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The executionEach approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other governmental body necessary in connection with the execution and delivery by the Company of this Agreement and the performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and 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, bylaws or other constitutive document of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions herein contemplated herebyhas been obtained or made and is in full force and effect, except (i) with respect to any Applicable Time at which the Sales Agent would not be able to rely on Rule 5110(b)(7)(C)(i) of the Financial Industry Regulatory Authority, Inc. (“FINRA”), such additional steps as may be required by FINRA, (ii) filings with the Commission required under the Securities Act or the Exchange Act, or filings or notice with the Exchange pursuant to the rules and regulations of the Exchange, in each case that are contemplated by this Agreement to be made after the date of this Agreement, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable such additional steps as may be necessary to qualify the Company or any subsidiary. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required Common Stock for the execution, delivery and performance of the Transaction Documents sale by the Company to the extent a party thereto, Sales Agent under state securities or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesBlue Sky laws.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its chartercharter or by-laws, bylaws partnership agreement or other constitutive document operating agreement or (ii) similar organizational document, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries ), or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package each Applicable Prospectus and the Prospectus issuance and sale of the Offered Securities (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the chartercharter or by-laws, bylaws partnership agreement or other constitutive operating agreement or similar organizational document of the Company or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the each Applicable Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws of and from the several states of the United States or provinces of CanadaNASD. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries Significant Subsidiaries is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of timetime or both, would be in default) (“Default”) under its certificate of incorporation, charter or by-laws or (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries Significant Subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property or assets of the Company or any of its subsidiaries Significant Subsidiaries is subject (each, an “Existing Instrument”)) or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or self-regulatory organization or other authority having jurisdiction over the Company or any of its Significant Subsidiaries or any of its or their properties, as applicable, except, in the case of clause with respect to clauses (ii) aboveand (iii) only, for such Defaults or violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby and hereby, by the Pricing Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation Default under the certificate of the provisions of the charterincorporation, bylaws charter or other constitutive document by laws of the Company or any subsidiaryof its subsidiaries, (ii) except as disclosed in the Prospectus and the Disclosure Package, will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company or any subsidiary. On of its respective subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or self-regulatory organization or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or its properties, except, with respect to clauses (ii) and (iii) only, for such Defaults or violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change or have a material adverse effect on the ability of the date hereofCompany to perform its respective obligations under or consummate the transactions contemplated by this Agreement, no event has occurred the Indenture or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Securities. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or self-regulatory organization or regulatory authority or agency is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, this Agreement or consummation of the transactions contemplated hereby and thereby and hereby, by the Pricing Disclosure Package and or by the Prospectus, except such as have been or will be obtained or made by the Company and are in full force and effect under the Securities Act, the Exchange Act, the Trust Indenture Act, applicable state securities or blue sky laws of and from the several states of Financial Industry Regulatory Authority (the United States or provinces of Canada“FINRA”) under the Conduct Rules. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) issued by the Company, 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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither None of the Company nor any of or its subsidiaries is (i) in violation of its charter, bylaws or other constitutive document document, to the extent applicable, (ii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority or (iiiii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it the Company or any of them its subsidiaries may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is a subject (each, an “Existing Instrument”), except, in the case of clause clauses (ii) and (iii) above, for any such violations or Defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The execution, delivery and performance of the Transaction Documents this Agreement by the Company, the sale of the Shares by the Selling Stockholder and the issuance and delivery of consummation by the Securities, and consummation Company of the transactions contemplated hereby and thereby and by this Agreement, the Pricing Disclosure Package and the Prospectus (iA) have been duly authorized by all necessary corporate action and will not conflict with or result in any breach or violation of the provisions of the charter, bylaws or other constitutive document of the Company or any subsidiaryof its subsidiaries, to the extent applicable, (iiB) will not not, as applicable, conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, and (iiiC) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary. On of its subsidiaries and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No D) will not require any consent, approval, authorization or other order of, or registration or filing with, any court court, arbitrator or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectusagency, except (1) in the case of this clause (D), (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable securities or blue sky laws of the several states of the United States or provinces of CanadaCanada and (ii) such consents, approvals, authorizations, orders, registrations or filings as may be required by FINRA or under state securities or blue sky laws in connection with the purchase and distribution of the Shares by the Underwriters, in each case, except where the failure to obtain any such consent, approval, authorization, order, registration or filing would not impair, in any material respect, the ability of the Company or any other party hereto to consummate the transactions contemplated by this Agreement and (2) in the case of clauses (B) and (C) above, such liens, charges, encumbrances, conflicts, breaches, Defaults, Debt Repayment Triggering Events or violations that, individually or in the aggregate, would not result in a Material Adverse Change. As used herein, a “Debt Repayment Triggering Event” means any event or condition which that gives, or with the giving of notice or lapse of time would give, 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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is (i) not in violation of its charter, bylaws charter or other constitutive document by-laws or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property Company’s properties or assets of the Company or any of its subsidiaries is are subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would notcould not be expected, individually or in the aggregate, result in to have a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement, the Transaction Documents by Trust Agreement, the CompanyWarrant Agreement, and the issuance and delivery of Subscription Agreement, the SecuritiesWarrant Subscription Agreement, and the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the Contingent Forward Purchase Contract, consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws charter or other constitutive document by-laws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for for, or in connection with, the Company’s execution, delivery and performance of this Agreement, the Transaction Documents by Trust Agreement, the Company to Warrant Agreement, the extent a party theretoSubscription Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement, the Insider Letters, the Administrative Support Agreement or the issuance Contingent Forward Purchase Contract and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities ActAct and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, applicable securities laws of Inc. (the several states of the United States or provinces of Canada“FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesCompany.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its chartercharter or by-laws, bylaws partnership agreement or other constitutive document operating agreement or (ii) similar organizational document, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries ), or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package each Applicable Prospectus and the Prospectus issuance and sale of the Offered Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the chartercharter or by-laws, bylaws partnership agreement or other constitutive operating agreement or similar organizational document of the Company or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the each Applicable Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities laws of the several states of the United States or provinces of Canadablue sky laws. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither None of the Company Company, the Operating Partnership, nor any of its their subsidiaries is (i) in violation of its partnership agreement, charter, bylaws bylaws, or other constitutive document limited liability company agreement or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company Company, the Operating Partnership or any of its their subsidiaries is a party or by which it the Company, the Operating Partnership or any of them their subsidiaries may be bound, or to which any of the property or assets of the Company Company, the Operating Partnership or any of its their subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse ChangeEffect. The Company’s and the Operating Partnership’s execution, delivery and performance of the Transaction Documents by the CompanyEquity Distribution Agreements or of any Terms Agreement or Alternative Terms Agreement, and the issuance and delivery of the SecuritiesShares, and consummation of the transactions contemplated hereby and thereby by the Equity Distribution Agreements and by the Pricing Disclosure Package Prospectus and the Prospectus by any Terms Agreement or Alternative Terms Agreement (i) have been or will be duly authorized by all necessary partnership or corporate action action, as applicable, and will not result in any violation of the provisions of the partnership agreement, charter, bylaws or other constitutive document limited liability company agreement of the Company Company, the Operating Partnership or any subsidiaryof their subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Company, the Operating Partnership or any of its their subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, DefaultsDefaults or Debt Repayment Triggering Events, or liens, charges or encumbrances as that would not, individually or in the aggregate, not result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated herebyEffect, and (iii) will not result in any violation of any law, statute, administrative regulation or administrative or court decree applicable to the Company Company, the Operating Partnership or any subsidiary. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except for such as have been obtained or made by the Company and are violations that would not result in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canadaa Material Adverse Effect. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 Company, the Operating Partnership, or any of its their subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries Significant Subsidiaries is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of timetime or both, would be in default) (“Default”) under its amended and restated certificate of incorporation or by-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”)) or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, as applicable, except, in the case of clause with respect to clauses (ii) aboveand (iii) only, for such Defaults or violations as would not, individually or in the aggregate, result in aggregate have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby hereby, by the Time of Sale Prospectus and by the Pricing Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation Default under the amended and restated certificate of the provisions of the charter, bylaws incorporation or other constitutive document by-laws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company or any subsidiary. On of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except, with respect to clauses (ii) and (iii) only, for any such breaches, Defaults, Debt Repayment Triggering Events or violations as of the date hereofwould not, no event has occurred individually or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)aggregate, have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and or performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, this Agreement or consummation of the transactions contemplated hereby and thereby and hereby, by the Pricing Disclosure Package and Time of Sale Prospectus or by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws of and from the several states of Financial Industry Regulatory Authority (the United States or provinces of Canada“FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) issued by the Company, 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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of and its subsidiaries is are not (i) in violation of its chartertheir respective certificates of incorporation or by-laws or similar organizational documents, bylaws or other constitutive document or (ii) in default (ordefault, and no event has occurred that, with the giving of notice or lapse of timetime or both, would be constitute a default, in default) (“Default”) under the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan or credit agreement, note, contract, franchise, lease agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it the Company or any of them may be bound, its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject subject, in each case that is material to the Company and its subsidiaries, taken as a whole, or (eachiii) in violation of any law or statute or any judgment, an “Existing Instrument”)order, exceptrule or regulation of any court or arbitrator or governmental or regulatory authority, except in the case of clause clauses (ii) aboveand (iii) for any such default, for such Defaults event or violation that would not be reasonably expected to have a material adverse effect on the Company and its subsidiaries, taken as would not, individually or in the aggregate, result in a Material Adverse Changewhole. The executionexecution and delivery by the Company of, delivery and the performance by the Company of its obligations under, this Agreement will not contravene any provision of applicable law or the Transaction Documents by certificate of incorporation or by-laws of the Company, and the issuance and delivery or any indenture, mortgage, deed of the Securitiestrust, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and 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, bylaws loan agreement or other constitutive document of agreement or instrument to which the Company is a party or by which the Company or its subsidiaries is bound or to which any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in of the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant tois subject, in each case that is material to the Company, or require the consent any judgment, order or decree of any other party togovernmental body, any Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, and (iii) will not result in any violation of any law, administrative regulation or administrative agency or court decree applicable to having jurisdiction over the Company or any subsidiary. On its subsidiaries, and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing qualification with, any court or other governmental or regulatory authority body or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectusits obligations under this Agreement, except such as have been obtained or made may be required by the Company and are in full force and effect under the Securities Act, applicable securities or Blue Sky laws of the several various states or the Financial Industry Regulatory Authority, Inc. (“FINRA”) in connection with the offer and sale of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesShares.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is (i) not in violation of its chartercharter or by-laws, bylaws or other constitutive document or (ii) and is not in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be is bound, or to which any of the property its properties or assets of the Company or any of its subsidiaries is are subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would notcould not be expected, individually or in the aggregate, result in to have a material adverse effect on the condition (financial or other), earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws charter or other constitutive document by-laws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws of the several states of the United States or provinces of CanadaFINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesCompany.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company Company, the Operating Partnership nor any of its their respective subsidiaries is (i) in violation of its charterOrganizational Documents, bylaws or other constitutive document or (ii) in default (orin the performance or observance of any obligation, with the giving of notice agreement, covenant or lapse of time, would be in default) condition (“Default”) under contained in any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement or instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which it or any of them may be bound, bound or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, each an “Existing Instrument”), exceptor (iii) in violation of any statute, in law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the case Company or such subsidiary or any of clause its Properties, as applicable, except with respect to clauses (ii) aboveand (iii), for such Defaults or violations as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. The Company’s and Operating Partnership’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby and hereby, by the Pricing Registration Statement, the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions Organizational Documents of the charterCompany, bylaws or other constitutive document of the Company Operating Partnership or any subsidiaryof their respective subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Company, the Operating Partnership or any of its their subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances consents as would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation have been obtained by the Company of or the transactions contemplated herebyOperating Partnership, and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company Company, the Operating Partnership or any subsidiary. On of their subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, the Operating Partnership or any of their subsidiaries or any of its or their properties, as applicable, except with respect to clauses (ii) and (iii), for such Defaults, violations, breaches or conflicts as of the date hereofwould not, no event has occurred individually or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)aggregate, have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s or the Operating Partnership’s execution, delivery and performance of this Agreement or in connection with the Transaction Documents by offering, issuance or sale of the Company to the extent a party thereto, Shares hereunder or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by this Agreement, by the Pricing Registration Statement, the Disclosure Package and by the Prospectus, except (A) the filing of a supplemental listing application with respect to the Shares by the Company with the NYSE, (B) such as have been obtained or made by the Company or the Operating Partnership and are in full force and effect effect, (C) if required, under the Securities ActAct and applicable state securities or blue sky laws and (D) if required, applicable securities laws of from the several states of the United States or provinces of Canada. As used hereinFinancial Industry Regulatory Authority, a Inc. (“Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesFINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company Adviser nor the Administrator nor any of its their respective subsidiaries is (i) in violation of its chartertheir charter or certificate of formation or by-laws, bylaws partnership agreement or other constitutive document operating agreement or (ii) similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) Default under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument Existing Instrument to which the Company Adviser or any of its the Administrator or their respective subsidiaries is a party or by which it or any of them may be bound, or to which any of the property their respective properties or assets of the Company or any of its subsidiaries is subject (eachare subject, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would notcould not reasonably be expected, individually or in the aggregate, result in a to have an Adviser Material Adverse ChangeEffect or Administrator Adverse Material Effect, as applicable. The Adviser’s and the Administrator’s execution, delivery and performance of this Agreement, the Transaction Documents by the Company, Investment Advisory Agreement and the issuance and delivery of Administration Agreement, the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus (i) have been duly authorized by all necessary corporate or limited liability company action and will not result in any violation of the provisions of the chartercharter or certificate of formation or by-laws, bylaws partnership agreement or other constitutive document operating agreement or similar organizational documents, as applicable, of the Company Adviser or any subsidiary, the Administrator or their respective subsidiaries (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Adviser or the Administrator or any of its their respective subsidiaries pursuant to, or require the consent of any other party to, any Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company Adviser or the Administrator or any subsidiary. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)their respective subsidiaries. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Adviser’s and the Administrator’s execution, delivery and performance of this Agreement, the Transaction Documents by Investment Advisory Agreement and the Company to the extent a party thereto, or the issuance Administration Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company Adviser or the Administrator and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would giveExchange Act, the holder of any note, debenture Advisers Act and the 1940 Act and such as may be required under applicable state securities or other evidence of indebtedness (blue sky laws 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 subsidiariesFINRA.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither Except as otherwise described in the Prospectus, neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws charter or other constitutive document by-laws or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Prospectus and the Prospectus issuance and sale of the Offered Securities (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws charter or other constitutive document by-laws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as Instrument that would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except (A) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the NASD and (B) such as have been obtained under the laws and regulations of the several states of jurisdictions outside the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition in which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesDirected Shares are offered.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, charter or bylaws or other constitutive document similar organizational documents or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any a subsidiary of its subsidiaries the Company is a party or by which it or any of them may be boundbound (including, without limitation, agreements listed on Schedule B hereto), or to which any of the property or assets of the Company or any a subsidiary of its subsidiaries the Company is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse ChangeEffect. The Company’s and Initial Guarantors’ execution, delivery and performance of this Agreement, the Transaction Documents by DTC Agreement and the CompanyIndenture, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus Offering Memorandum (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, charter or bylaws or other constitutive document similar organizational documents of the Company or any subsidiarythe Initial Guarantors, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 the Initial Guarantors pursuant to, or require the consent of any other party to, to any Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiarythe Initial Guarantors, except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, Defaults, liens, charges, encumbrances or violations as would not, individually or in the aggregate, result in a Material Adverse Effect. On and as Assuming the accuracy of the date hereofrepresentations, warranties and covenants of the Initial Purchasers set forth herein, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the ProspectusOffering Memorandum, except such as have been obtained or made may be required by the Company and are in full force and effect under Securities Act or the Securities Act, applicable securities laws of the several states of the United States with respect to the Company’s or provinces which, if not obtained or made, would not, individually or in the aggregate have a Material Adverse Effect or materially and adversely affect the ability of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 the Initial Guarantors to perform its subsidiariesobligations under this Agreement.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in breach or violation of its certificate or articles of incorporation, charter, bylaws bylaws, limited liability company agreement, certificate or agreement of limited or general partnership, memorandum and articles of association, or other constitutive document or similar organizational documents, as the case may be, of such entity, (ii) in breach of or in default (or, with the giving of notice or lapse of timetime or both, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of their properties, as applicable, except, in the case of clause with respect to clauses (ii) aboveand (iii) only, for such breaches, violations or Defaults as that would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby and or by the Pricing Disclosure Package Registration Statement and the Prospectus (including the issuance and sale of the Placement Shares and the use of the proceeds from the sale of the Placement Shares as described in the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any breach or violation of the provisions certificate or articles of the incorporation, charter, bylaws bylaws, limited liability company agreement, certificate or agreement of limited or general partnership, memorandum and articles of association, or other constitutive document similar organizational documents, as the case may be, of the Company or any subsidiaryof its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge charge, claim 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 Existing Instrument, except and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, as applicable, except, with respect to clauses (ii) and (iii) only, for such conflicts, breaches, Defaults, liens, charges Debt Repayment Triggering Events or encumbrances as violations that would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of CanadaChange. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) ), issued by the Company, the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesSignificant Subsidiaries. Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other governmental body necessary in connection with the execution and delivery by the Company of this Agreement and the performance of the Company of the transactions herein contemplated has been obtained or made and is in full force and effect, except (i) such additional steps as may be required by the bylaws and rules of the FINRA or (ii) such additional steps as may be necessary to qualify the Common Stock for sale by the Sales Agent under state securities or Blue Sky laws.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation or default of any provision of its charter, bylaws by-laws or other constitutive document organizational documents or (ii) is in breach of or default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject subject, including, without limitation, any agreements pertaining to, relating to or arising in connection with, any of the securitization transactions of the Company or any of its subsidiaries (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The executionCompany and its subsidiaries are in compliance with all statutes, delivery laws, rules, regulations, judgments, orders and performance decrees of all courts, regulatory bodies, administrative agencies, governmental bodies, arbitrators or other authorities having jurisdiction over the Transaction Documents by the CompanyCompany or such subsidiaries or any of their respective properties, and the issuance and delivery of the Securitiesas applicable, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of including, without limitation, the provisions of the charterXxxxxxxx-Xxxxx Act of 2002, bylaws or other constitutive document as amended (“Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the Company or any subsidiaryNational Association of Securities Dealers, Inc. (ii“NASD”) will not conflict with or constitute a breach ofand the AMEX, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in including 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 Existing Instrumentcorporate governance requirements thereof, except for where such conflicts, breaches, Defaults, liens, charges or encumbrances as non-compliance would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesChange.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charterarticles of incorporation or code of regulations, bylaws bylaws, partnership agreement or other constitutive document operating agreement or similar organizational document, as applicable, or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries), or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Prospectus and the Prospectus issuance and sale of the Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charterarticles of incorporation and code of regulations, bylaws bylaws, partnership agreement or other constitutive operating agreement or similar organizational document of the Company or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On , except where such failures with respect to clauses (ii) and as of the date hereof(iii) would not, no event has occurred individually or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)aggregate, reasonably be expected to result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, (ii) for periodic and other reporting obligations under the Exchange Act and (iii) as required by applicable state securities laws of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesblue sky laws.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is (i) not in violation of its charter, charter or bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries it is a party or by which it or any of them it may be boundbound (including, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”)), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and 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, charter or bylaws or other constitutive document of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained the registration or made by qualification of the Company and are in full force and effect Securities under the Securities ActAct and applicable state securities or blue sky laws and from the National Association of Securities Dealers, applicable securities laws of Inc. (the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesNASD”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is not (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under its charter or by-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property Company’s properties or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), exceptor (iii) in violation of any statute, in law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the case Company or any of its properties, except with respect to clause (ii) aboveonly, for such Defaults as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby hereby, by the Disclosure Package and by the Pricing Disclosure Package Prospectus (including the issuance and sale of the Units and the use of proceeds from the sale of the Units and the Warrants to be sold pursuant to the Warrant Private Placement Agreement as described in the Prospectus under the caption “Use of Proceeds”) and the Company’s compliance with its obligations hereunder and under the Subscription Agreement, the Warrant Private Placement Agreement and the Co-Investment Agreement (iA) have been duly authorized by all necessary corporate action and will not result in any violation Default under the charter or by-laws of the provisions of the charter, bylaws or other constitutive document of the Company or any subsidiaryCompany, (iiB) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, and (iiiC) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court 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 subsidiary. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)its properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and hereby, by the Pricing Disclosure Package and by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws of and from the several states of Financial Industry Regulatory Authority (the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesFINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries Issuer is (i) in violation of its charterCertificate of Incorporation or By-laws or its limited liability company agreement or certificate of formation, bylaws as applicable, or any other constitutive document governing document, in each case as amended to date, or (ii) in default (orin the performance or observance of any material obligation, with the giving of notice agreement, covenant or lapse of time, would be condition contained in default) (“Default”) under any indenture, mortgage, deed of trust, loan or credit agreement, note, contract, franchise, lease or other agreement or instrument to which the Company or any of its subsidiaries them is a party or by which it any of them or any of them their respective properties may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, except in the case of clause (ii) above, for such Defaults defaults as would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Change. The execution, delivery and performance of the Transaction Documents by the Company, Issuers and the issuance and delivery of the Securities, Securities and the Exchange Securities and the compliance by the Issuers with the Transaction Documents and the consummation of the transactions herein contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus (i) will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which either Issuer is a party or by which either Issuer is bound or to which any of the property or assets of either Issuer is subject, (ii) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charterCertificate of Incorporation or By-laws, bylaws or other constitutive document in each case as amended to date, of the Company or any subsidiaryCompany, (iiiii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in any violation of the creation provisions of the Certificate of Formation or imposition Limited Liability Company Agreement, in each case as amended to date, of Midstates Sub and (iv) will not result in any violation of any lienstatute or any order, charge rule or encumbrance upon regulation of any property court or assets of governmental agency or body having jurisdiction over the Company Issuers or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrumenttheir properties, except in the cases of clauses (i) and (iv), for such conflicts, breaches, Defaults, liens, charges violations or encumbrances defaults as would not, individually or in the aggregate, result in reasonably be expected to have either (A) a Material Adverse Change or materially adversely affect (B) a material adverse effect on the consummation by ability of the Company of Issuers to consummate the transactions contemplated hereby, by the Transaction Documents; 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other court or governmental or regulatory authority or agency or body is required for the execution, delivery and performance of the Transaction Documents Documenters by the Company Issuers to the extent a party thereto, or the issuance and delivery of the Securities or the Exchange Securities, or the consummation by the Issuers of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectusthis Agreement, except such as have been obtained or made by the Company Issuers and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on Canada and except such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness as may be required by the Company securities laws of the several states of the United States or any provinces of its subsidiariesCanada with respect to the Issuers’ obligations under the Registration Rights Agreement.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charterconstitution, bylaws charter or other constitutive document by-laws, partnership agreement or (ii) operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property their respective properties or assets of the Company or any of its subsidiaries is are subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charterconstitution, bylaws charter or other constitutive document by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiaryof its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument 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. On and as of the date hereofits subsidiaries, no event has occurred or is continuing which constitutesexcept, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)case of clauses (ii) and (iii) above, as would not reasonably be expected individually or in the aggregate, to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities ActAct and such as may be required under applicable state securities or blue sky laws, applicable securities the laws of the several states Republic of the United States Ireland or provinces of CanadaFINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws charter or by-laws or other constitutive organizational document (the “Charter Documents”). Neither the Company nor any subsidiary is in violation or (ii) in default (or, with the giving of notice or lapse of time, would be in violation or default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries ), or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package each Applicable Prospectus and the Prospectus issuance and sale of the Offered Securities (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws or other constitutive document Charter Documents of the Company or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the each Applicable Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws of and from the several states of the United States or provinces of CanadaNASD. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries the Subsidiaries is (i) in violation of its chartercharter or by-laws or operating agreement or similar organizational document, bylaws as applicable, or other constitutive document or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries the Subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of the Subsidiaries), or to which any of the property or assets of the Company or any of its subsidiaries the Subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Prospectus and the Prospectus issuance and sale of the Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the chartercharter or by-laws, bylaws operating agreement or other constitutive similar organizational document of the Company or any subsidiarySubsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 the Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges Defaults or encumbrances Debt Repayment Triggering Events as would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities laws of or blue sky laws; provided, however, the several states of the United States Company does not make any representation as to any required consent, approval, authorization or provinces of Canadaother order of, or registration or filing with, FINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which that gives, or with the giving of notice or lapse of time would give, 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 subsidiariesthe Subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries The Corporation is (i) not in violation of its charterarticles or by-laws, bylaws or other constitutive document or (ii) and is not in default (ornor would it be, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, guarantee, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries Corporation is a party or by which it is bound (including, without limitation, any credit agreement, guarantee, indenture, pledge agreement, security agreement or any other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of them may be boundthe Corporation, if any), or to which any of the property or assets of the Company or any of its subsidiaries Corporation is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would notnot be reasonably expected to, individually or in the aggregate, result in a Material Adverse ChangeEffect. The Corporation’s execution, delivery and performance of the Transaction Documents by the Company, this Agreement and the issuance and delivery of Indenture, the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Prospectus and the Prospectus issuance and sale of the Debentures (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws constating documents or other constitutive document the by-laws of the Company or any subsidiaryCorporation, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Corporation pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument except for such conflicts, breaches, Defaults, liens, charges Defaults or encumbrances a Debt Repayment Triggering Event as would notnot be reasonably expected to, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Effect and (iii) will not result in any material violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Corporation. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Corporation’s execution, delivery and performance of this Agreement, the Transaction Documents by Indenture and the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made or, as contemplated by this Agreement, will be obtained or made, by the Company Corporation and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canadaeffect. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesCorporation.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is (i) not in violation of its chartercharter or by-laws, bylaws or other constitutive document or (ii) similar organizational documents, and is not in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property its properties or assets of the Company or any of its subsidiaries is are subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would notreasonably not be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the chartercharter or by-laws, bylaws or other constitutive document similar organizational documents, of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would notcould reasonably not be expected, individually or in the aggregate, result in to have a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated herebyEffect, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities ActAct and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, applicable securities laws of the several states of the United States or provinces of CanadaInc. (“FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesCompany.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries Subsidiaries is (i) in violation of its charter, bylaws by-laws or other constitutive document equivalent organizational documents, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, the Company’s 9.0% Senior Notes due 2014 or the related indenture and the Company’s Amended and Restated Credit Agreement dated as of January 18, 2006, among the Company, each lender from time to time party thereto, and Royal Bank of Canada) or to which any of the property or assets of the Company or any of its subsidiaries Subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby and hereby, by the Pricing Disclosure Package 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, bylaws by-laws or other constitutive document equivalent organizational documents of the Company or any subsidiarySubsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Subsidiaries pursuant to, or require the consent of any other party to, any Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and Subsidiary, except for such violations as of the date hereofwould not, no event has occurred individually or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)aggregate, result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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.or

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries Significant Subsidiaries is (i) in violation of its charter, bylaws respective charter or other constitutive document by-laws or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“"Default”") under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries Significant Subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property or assets of the Company or any of its subsidiaries Significant Subsidiaries is subject (each, an “"Existing Instrument”"), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company's execution, delivery and performance of the Transaction Operative Documents by the Company, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus Offering Memorandum (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws charter or other constitutive document by-laws of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or a Default or a Debt Repayment Triggering Event (as defined below) 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 Significant Subsidiaries pursuant to, or require the consent of any other party to, any Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company's execution, delivery and performance of the Transaction Operative Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the ProspectusOffering Memorandum, except such as have been obtained or made (i) with respect to the transactions contemplated by the Company and are in full force and effect Registration Rights Agreement, as may be required under the Securities Act, the Trust Indenture Act and the Rules and Regulations promulgated thereunder and (ii) applicable state securities laws of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesblue sky laws.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, the Transaction Documents by Registration Rights Agreement, the CompanyIndenture and each of the Collateral Documents, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus Offering Memorandum (ix) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws or other constitutive document of the Company or any subsidiaryof its subsidiaries, (iiy) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, and (iiiz) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)its subsidiaries. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for (A) the Company’s execution, delivery and performance of this Agreement, the Transaction Documents by Registration Rights Agreement, the Company to Indenture or any of the extent a party theretoCollateral Documents, or (B) the issuance and delivery of the Securities, or (C) consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the ProspectusOffering Memorandum, except except: (1) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act or applicable securities laws of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness and (or any person acting on 2) such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness as may be required by the Company or any securities laws of its subsidiariesthe several states of the United States with respect to the Company’s obligations under the Registration Rights Agreement.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries Subsidiaries is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) under (“Default”) its respective organizational documents, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries such Subsidiary is a party or by which it or any of them may be boundbound (including, without limitation, the Revolving Credit Agreement, dated as of July 29, 2005, as amended, among Western Refining Company, L.P., Bank of America and the other parties named therein (the “Revolving Loan”), and the Amended and Restated Term Loan Agreement, dated as of July 29, 2005, as amended, among Western Refining Company, L.P., Bank of America and the other parties named therein (the “Term Loan”, and collectively with the Revolving Loan, the “Credit Agreements”)), or to which any of the property or assets of the Company or any of its subsidiaries Subsidiaries is subject (each, an “Existing Instrument”), exceptor (iii) in violation of any statute, in law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the case Company or such Subsidiary or any of clause its properties, as applicable, except with respect to clauses (ii) aboveand (iii), for such Defaults as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby hereby, by the Disclosure Package and by the Pricing Disclosure Package and Prospectus (including the Prospectus Reorganization) (i) have been duly authorized by all necessary corporate action and will not result in any violation of Default under the provisions of the charter, bylaws or other constitutive document respective organizational documents of the Company or any subsidiaryor its Subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflictsthat the distribution to the partners of Western Refining Company, breaches, Defaults, liens, charges or encumbrances as would not, individually or L.P. described in “Certain Relationships and Related Party Transactions” in the aggregate, result in preliminary prospectus and the Prospectus will cause a Material Adverse Change or materially adversely affect Default and Debt Repayment Triggering Event under the consummation by the Company of the transactions contemplated herebyTerm Loan, and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company or any subsidiary. On and as of its Subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the date hereof, no event has occurred Company or is continuing which constitutes, any of its Subsidiaries or with notice any of its or lapse of time would constitute, an Event of Default (as defined in the Indenture)their properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and hereby, by the Pricing Disclosure Package and by the Prospectus, except (A) the registration of the Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Shares by the Underwriters, (B) such consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained or made, would not, individually or in the aggregate, have a Material Adverse Effect, (C) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the NASD and (D) such as have been obtained under the laws and regulations of the several states of jurisdictions outside the United States or provinces of Canadain which Directed Shares are offered. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesSubsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries Significant Subsidiaries is (i) in violation of its charter, bylaws charter or other constitutive document by-laws or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries Significant Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries Significant Subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and 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, bylaws charter or other constitutive document by-laws of the Company or any subsidiarySignificant Subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Significant Subsidiaries pursuant to, or require the consent of any other party to, any Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Significant Subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, or that may be required under applicable state securities or blue sky laws of and from the several states of Financial Industry Regulatory Authority (“FINRA”) or the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesExchange.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is not (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) under (“Default”) its charter or by-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), exceptor (iii) in violation of any statute, in law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the case Company or any of clause its properties, as applicable, except with respect to clauses (ii) aboveand (iii) only, for such Defaults as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of the Transaction Documents by the Company, this Agreement and the issuance and delivery of the Securities, Representative’s Warrant Agreement and consummation of the Offering and the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation Default under the charter or by-laws of the provisions of the charter, bylaws or other constitutive document of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing Instrument, Instrument (except for such conflicts, breaches, Defaults, liens, charges or encumbrances as any Default that would not, individually or in the aggregate, result in have a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated herebyEffect), and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court 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 subsidiary. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)its properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement and the Transaction Documents by the Company to the extent a party thereto, or the issuance Representative’s Warrant Agreement and delivery of the Securities, or consummation of the Offering or the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectushereby, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws of and from the several states of NASD Inc. (the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesNASD”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Subsidiaries is in violation of its subsidiaries certificate of incorporation, by-laws or other organizational documents (the “Charter Documents”). Neither the Company nor any of the Subsidiaries is (i) in violation of its charterany U.S. federal, bylaws state or local statute or law or any foreign statute or law (including, without limitation, common law) or ordinance, or any judgment, decree, rule, regulation, order or injunction, (collectively, “Applicable Law”) of any federal, state, local or other constitutive document governmental authority, governmental or regulatory agency or body, court, arbitrator or self-regulatory organization, domestic or foreign (each, a “Governmental Authority”) applicable to any of them or any of their respective properties, or (ii) in breach of or default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any bond, debenture, note or other evidence of indebtedness, indenture, mortgage, loan or credit agreement, note, contract, franchisedeed of trust, lease or any other agreement or instrument to which the Company or any of its subsidiaries them is a party or by which it or any of them may be boundor their respective property is bound (collectively, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing InstrumentApplicable Agreements”), except, except for (i) breach of notice provisions relating to transactions pursuant to which the Company and its subsidiaries were reorganized contained in agreements and instruments evidencing debt to be repaid on the case Closing Date with the proceeds of clause this offering and (ii) aboveany such violations, for such Defaults as breaches or defaults that would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse ChangeEffect. The All Applicable Agreements are in full force and effect and are legal, valid and binding obligations, other than as disclosed in the Time of Sale Document. There exists no condition that, with the passage of time or otherwise, would constitute (a) a violation of such Charter Documents or Applicable Laws, (b) a breach of or default under any Applicable Agreement or (c) result in the imposition of any penalty or the acceleration of any indebtedness. Neither the execution, delivery and or performance of the Transaction Documents by nor the Companyconsummation of any Transactions contemplated therein, and including the issuance and delivery sale of the SecuritiesNotes, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charterconflict with, bylaws or other constitutive document of the Company or any subsidiaryviolate, (ii) will not conflict with or constitute a breach of, of or Default a default (with the passage of time or otherwise) or a Debt Repayment Triggering Event (as defined below) under, or require the consent of any person (other than consents already obtained and in full force and effect) under, result in the creation or imposition of a Lien on any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant torespective Subsidiaries, or require result in an acceleration of indebtedness under or pursuant to (i) the consent of Charter Documents, (ii) any other party toApplicable Agreement, or (iii) any Existing InstrumentApplicable Law, except for such conflictsin the case of this clause (ii) and (iii), breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in not have a Material Adverse Change or materially adversely affect the Effect. After consummation by the Company of the transactions contemplated hereby, Offering 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. On and as of the date hereofother Transactions, no default, event has occurred of default or is continuing which constitutes, or with notice or lapse of time would constitute, an Debt Repayment Triggering Event of Default (as defined in the Indenture)will exist. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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.or

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws charter or other constitutive document by-laws or similar organizational documents; (ii) in default (ordefault, and no event has occurred that, with the giving of notice or lapse of timetime or both, would be constitute such a default, in default) (“Default”) under the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan or credit agreement, note, contract, franchise, lease agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it the Company or any of them may be bound, its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject subject; or (eachiii) in violation of any law or statute or any judgment, an “Existing Instrument”)order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clause clauses (ii) and (iii) above, for any such Defaults as default or violation that would not, individually or in the aggregate, result in be reasonably expected to have a Material Adverse ChangeEffect or that is disclosed in the Offering Memorandum. The Assuming the accuracy of, and the compliance with, the representations, warranties and agreements set forth in this Agreement, the execution, delivery and performance by the Company of each of the Transaction Documents by the CompanyDocuments, and the issuance and delivery sale of the Securities, Securities and the consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and Transaction Documents or the Prospectus Offering Memorandum will not (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws or other constitutive document of the Company or any subsidiary, (ii) will not conflict with or constitute result in a breach or violation of any of the terms or provisions of, or Default or constitute a Debt Repayment Triggering Event (as defined below) 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, any indenture, mortgage, deed of trust, loan agreement or require other agreement or instrument to which the consent Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject (except as otherwise described in the Offering Memorandum), (ii) result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Company or any of its subsidiaries or (iii) result in the violation of any other party tolaw or statute or any judgment, order, rule or regulation of any Existing Instrumentcourt or arbitrator or governmental or regulatory authority, except for where such conflictsdefault, breachesviolation, Defaultslien, liens, charges charge or encumbrances as encumbrance (in the case of (i) or (iii)) would not, individually or in the aggregate, result in be reasonably expected to have a Material Adverse Change or materially adversely affect Effect. Except as disclosed in the consummation by Offering Memorandum with respect to the Company of the transactions contemplated herebyTender Offer, and (iii) will not result assuming the accuracy of, and the compliance with, the representations, warranties and agreements set forth in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary. On and as of the date hereofthis Agreement, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order ofauthorization, or order, registration or filing with, qualification of or with any court or other arbitrator or governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company and the Guarantors to the extent a party thereto, or the issuance and delivery of the Securities or the Exchange Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the ProspectusOffering Memorandum, except (A) such as have been obtained or made by the Company and the Guarantors, as applicable, and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on Canada and except such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness as may be required by the Company securities laws of the several states of the United States or provinces of Canada with respect to the Company’s obligations under the Registration Rights Agreement and (B) filings of financing statements under the Uniform Commercial Code (the “UCC”) as from time to time in effect in the relevant jurisdictions and any of its subsidiariesfiling to be made in the United States Patent and Trademark Office or the United States Copyright Office.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is (i) not in violation of its charter, bylaws charter or other constitutive document or (ii) by-laws and is not in default (ornor, with the giving of notice or lapse of time, would it be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property its properties or assets of the Company or any of its subsidiaries is are subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws charter or other constitutive document by-laws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company Company, except for such conflicts, breaches, Defaults, violations, Debt Repayment Triggering Event, lien, charge or any subsidiary. On encumbrance specified in clauses (ii) and as of the date hereof(iii) above that would not, no event has occurred individually or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws of the several states of the United States or provinces of CanadaFINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesCompany.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws declaration of trust (or charter or by-laws or other similar constitutive document documents), except, in the case of subsidiaries of the Company, for such violations as would not, individually or (ii) in the aggregate, result in a Material Adverse Change. Neither the Company nor any of its subsidiaries is in default (or, with the giving of notice or lapse of timetime or both, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, including the Security Documents, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and the Transaction Documents by the CompanyIndenture, and the issuance and delivery of the SecuritiesSecurities (including the issuance of the Underlying Securities upon conversion thereof), and the consummation of the transactions contemplated hereby and or thereby and by the Pricing Disclosure Package and the Prospectus and the Grantors’ execution, delivery and performance of the Pledge Agreements (i) have been duly authorized by all necessary trust, corporate action or other action, as the case may be, and will not result in any violation of the provisions of the charter, bylaws declaration of trust (or charter or by-laws or other similar constitutive document documents) of the Company Grantors or any subsidiarysubsidiary of the Company, except, in the case of subsidiaries of the Company, for such violations as would not, individually or in the aggregate, result in a Material Adverse Change, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance (other than the lien, charge or encumbrance created by the Pledge Agreements in favor of the Collateral Agent) upon any property or assets of the Company Grantors or any of its their subsidiaries pursuant to, or require the consent of any other party to, any Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company Grantors or any subsidiary. On and as subsidiary of the date hereofCompany, no event has occurred except for such violation as would not, individually or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)aggregate, result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of this Agreement or the Transaction Documents by the Company to the extent a party theretoIndenture, or the issuance and delivery of the Securities, Securities (including the issuance of the Underlying Securities upon conversion thereof) or consummation of the transactions contemplated hereby and or thereby and by the Pricing Disclosure Package and the Prospectus, or the Grantors’ execution, delivery and performance of the Pledge Agreements, except such as have been obtained or made by the Company or the Grantors and are in full force and effect under the Securities Act, the Trust Indenture Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”) or the failure of which to obtain would not result in a Material Adverse Change or have a material adverse effect on the consummation of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 transactions contemplated by the Company or any of its subsidiariesthis Agreement.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries Subsidiaries is (i) in violation of its charter, bylaws charter or other constitutive document by-laws or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries Subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery sale of the Securities, Placement Shares and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and 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, bylaws charter or other constitutive document by-laws of the Company or any subsidiarySubsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Subsidiaries pursuant to, or require the consent of any other party to, any Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party theretothis Agreement, or the issuance and delivery sale of the Securities, or Placement Shares and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws of and from the several states of the United States or provinces of Canada. As used herein, a Financial Industry Regulatory Authority (“Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesFINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries the Subsidiaries is (i) in violation of (A) its charterdeclaration of trust, bylaws charter or by-laws, operating agreement, partnership agreement or other constitutive document organizational documents or (B) any law, ordinance, administrative or governmental rule or regulation applicable to the Company or the Subsidiaries except, in the case of clause (i)(B), for such violations as could not, individually or in the aggregate, result in a Material Adverse Change, or (ii) in default (or, with the giving of notice or lapse of timetime or both, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries the Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries the Subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, for except such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The execution, delivery and performance of the Transaction Documents this Agreement by the Company, Company and the issuance and delivery of the Securities, Operating Partnership and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and 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(A) Amended and Restated Declaration of Trust (the “Declaration of Trust”) or by-laws of the Company, bylaws (B) the Certificate of Limited Partnership or Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) of the Operating Partnership or (C) other constitutive document organizational documents of the Company or any subsidiaryof the Subsidiaries, in each case as amended or as amended and restated through the date hereof, (ii) will not conflict with or constitute a breach of, or a Default or a Debt Repayment Triggering Event (as defined below) 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 the Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances consents as would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation have been obtained by the Company of the transactions contemplated herebyCompany, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Subsidiaries. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except (A) such as have been obtained or made by the Company and are in full force and effect (B) under the Securities ActAct and applicable state securities or blue sky laws and (C) from the National Association of Securities Dealers, applicable securities laws of Inc. (the several states of the United States or provinces of Canada“NASD”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, 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 subsidiariesthe Subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its chartercharter or by-laws, bylaws or other constitutive document similar organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contractcontract or other agreement, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any either of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries), or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package each Applicable Prospectus and the Prospectus issuance and sale of the Stock (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the chartercharter or by-laws, bylaws or other constitutive document similar organizational documents, as applicable, of the Company or any subsidiaryof its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument 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. On and as of the date hereofits subsidiaries, no event has occurred or is continuing which constitutesexcept, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenturecase of clauses (ii) and (iii), for such breaches, Defaults, results or violations as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the each Applicable Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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.,

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries Subsidiaries is (i) in violation of its charter, bylaws charter or other constitutive document by-laws or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries Subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Company, this Agreement and the issuance and delivery of the Securities, any Terms Agreement and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and 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, bylaws charter or other constitutive document by-laws of the Company or any subsidiarySubsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Subsidiaries pursuant to, or require the consent of any other party to, any Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby or by any Terms Agreement and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws of and from the several states of the United States or provinces of Canada. As used herein, a Financial Industry Regulatory Authority (“Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesFINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company Company, nor any of its subsidiaries is (i) in violation of its chartercharter or by-laws, bylaws partnership agreement or other constitutive document operating agreement or similar organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property their respective properties or assets of the Company or any of its subsidiaries is are subject (each, an “Existing Instrument”), except, except in the case of this clause (ii) above, for such Defaults (other than Defaults under Specified Debt Instruments (as would notdefined below)) as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the chartercharter or by-laws, bylaws partnership agreement or other constitutive document operating agreement or similar organizational documents, as applicable, of the Company Company, or any subsidiaryof its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Company, or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflictsexcept, breacheswith respect to this clause (ii), Defaults, liens, charges or encumbrances as would not, individually or otherwise disclosed in the aggregateRegistration Statement, result in a Material Adverse Change or materially adversely affect the consummation by the Company Time of the transactions contemplated herebySale Prospectus and Prospectus, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company Company, or any subsidiaryof its subsidiaries, except, with respect to this clause (iii), as otherwise disclosed in the Registration Statement, Time of Sale Prospectus and Prospectus. On and as As of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Debt Repayment Triggering Event of Default (as defined in the Indenture)exists under any Specified Debt Instrument. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities ActAct and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, applicable securities laws of the several states of the United States or provinces of CanadaInc. (“FINRA”). As used herein, (x) a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariessubsidiaries and (y) a “Specified Debt Instrument” means each of the following Existing Instruments: (a) that certain Credit Agreement dated as of July 16, 2020 by and among the Company and FuboTV, Inc., as Borrowers, and Access Road Capital LLC as Lender, (b) that certain Credit and Guaranty Agreement dated as of April 6, 2018, by and among FuboTV, Inc., as borrower, AMC Networks Ventures LLC, as administrative Agent and the other parties thereto from time to time (as amended), (c) that certain promissory note issued by Pulse Evolution Corporation to Cam Digital LLC, on April 15, 2016 (as amended) and (d) that certain loan outstanding to FuboTV, Inc. from JPMorgan Chase Bank, N.A., under the SBA Paycheck Protection Program dated as of April 21, 2020.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws charter or other constitutive document by-laws or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“"Default”") under any indenture, mortgage, deed of trust, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “"Existing Instrument”"), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company's execution, delivery and performance of the Transaction Documents this Agreement and consummation by the Company, and the issuance and delivery of the Securities, and consummation Company of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action on the part of the Company and will not result in any violation of the provisions of the charter, bylaws charter or other constitutive document by-laws of the Company or any subsidiaryof its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and of its subsidiaries, except for such violations as of the date hereofwould not, no event has occurred individually or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)aggregate, result in Material Adverse Change. No consent, approval, authorization or other order of, or registration registration, qualification or filing with, any court or other governmental or regulatory authority or agency is required for the Company's execution, delivery and performance of the Transaction Documents this Agreement and consummation by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws of and from the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesNASD.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws charter or other constitutive document by-laws or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (any such change is called a “Material Adverse Change”). The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby and by the Pricing General Disclosure Package and 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, bylaws charter or other constitutive document by-laws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing General Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities laws or blue sky laws, the Nasdaq Global Select Market in connection with the purchase and distribution of the several states Securities by the Underwriters and the listing of the United States or provinces of Canada. As used herein, a Securities on the Nasdaq Global Select Market and from the Financial Industry Regulatory Authority (“Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesFINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither The execution and delivery by the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The execution, delivery and performance of the Transaction Documents by the Companyof, and the issuance and delivery performance by the Company of the Securitiesits obligations under, this Agreement and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any a breach or violation of the provisions any of the charterterms and provisions of, bylaws or other constitutive document of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, (i) the charter or by-laws of the Company, (ii) any statute, rule, regulation, judgment or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their respective properties, or (iii) any agreement or instrument to which the Company or any of its subsidiaries pursuant tois a party or by which the Company or any of its subsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subject, except, in the case of each of clauses (ii) and (iii), where such breach, violation or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as default would not, individually or in the aggregate, result in have a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canada. As used herein, Effect; a “Debt Repayment Triggering Event” means any event or condition which that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture 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; no consent, approval, authorization, or order of, or filing, qualification or registration with, any person (including any governmental agency or body or any court) is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Registration Statement and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRA.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws charter or other constitutive document by-laws or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“"Default”") under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “"Existing Instrument”"), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse ChangeEffect. The Company's execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Prospectus and the Prospectus issuance and sale of the Offered Securities (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws charter or other constitutive document by-laws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined except in the Indenture)case of (ii) and (iii) above, where such conflict, breach, Default, Debt Repayment Triggering Event, lien, charge, encumbrance, consent or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company's execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities laws of the several states of the United States or provinces of Canadablue sky laws. As used herein, a “"Debt Repayment Triggering Event” " means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s '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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws articles of continuance or other constitutive document or (ii) by‑laws and is not in default (ornor, with the giving of notice or lapse of time, would it be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property its properties or assets of the Company or any of its subsidiaries is are subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would notcould not reasonably be expected, individually or in the aggregate, result in to have a material adverse effect on the condition (financial or otherwise), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries taken together (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement, the Transaction Documents by the CompanyPre-Funded Warrants, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) and the Warrant Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws articles of continuance or other constitutive document by‑laws of the Company or any subsidiaryof its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument 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. On of its subsidiaries, except for such conflicts, breaches, Defaults or Debt Repayment Triggering Events or liens, charges, encumbrances or violations specified in subsection (ii) and as of the date hereof(iii) above that could not, no event has occurred individually or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)aggregate, reasonably be expected to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except for the filing of the Final Prospectus Supplement and the accompanying Current Report on Form 8-K or such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable Canadian securities laws of and such as may be required under applicable state securities or blue sky laws, applicable Canadian securities laws, Industry Canada, the several states of the United States Financial Industry Regulatory Authority, Inc. (“FINRA”) or provinces of CanadaNasdaq. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws certificate of incorporation or other constitutive document by-laws or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property their respective properties or assets of the Company or any of its subsidiaries is are subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would notcould not be reasonably expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Prospectus and the issuance and sale of the Placement Shares (including the use of proceeds from the sale of the Placement Shares as described in the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws certificate of incorporation or other constitutive document by-laws of the Company or any subsidiary, ; (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, ; 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. On and as of the date hereofits subsidiaries, no event has occurred or is continuing which constitutesexcept, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenturecase of (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws of the several states of the United States or provinces of CanadaFINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws declaration of trust (or charter or by-laws or other similar constitutive document documents), except, in the case of subsidiaries of the Company, for such violations as would not, individually or (ii) in the aggregate, result in a Material Adverse Change. Neither the Company nor any of its subsidiaries is in default (or, with the giving of notice or lapse of timetime or both, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, and the consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus (i) have been duly authorized by all necessary trust, corporate action or other action, as the case may be, and will not result in any violation of the provisions of the charter, bylaws declaration of trust (or charter or by-laws or other similar constitutive document documents) of the Company or any subsidiarysubsidiary of the Company, except, in the case of subsidiaries of the Company, for such violations as would not, individually or in the aggregate, result in a Material Adverse Change, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as subsidiary of the date hereofCompany, no event has occurred except for such violation as would not, individually or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)aggregate, result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party theretothis Agreement, or the issuance and delivery of the Securities, Securities or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”) or the failure of which to obtain would not result in a Material Adverse Change or have a material adverse effect on the consummation of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 transactions contemplated by the Company or any of its subsidiariesthis Agreement.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is (i) not in violation of its charter, bylaws Articles of Incorporation or other constitutive document Bylaws or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and 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, bylaws Articles of Incorporation or other constitutive document Bylaws of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws of and from the several states of the United States NASD and such as would not result in a Material Adverse Change if not so obtained or provinces of Canadamade. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesCompany.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws declaration of trust (or charter or by-laws or other similar constitutive document documents), except, in the case of subsidiaries of the Company, for such violations as would not, individually or (ii) in the aggregate, result in a Material Adverse Change. Neither the Company nor any of its subsidiaries is in default (or, with the giving of notice or lapse of timetime or both, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, including the Security Documents, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and the Transaction Documents by the CompanyIndenture, and the issuance and delivery of the SecuritiesNotes, and the consummation of the transactions contemplated hereby and or thereby and by the Pricing Disclosure Package and the Prospectus and the Grantors’ execution, delivery and performance of the Pledge Agreements (i) have been duly authorized by all necessary trust, corporate action or other action, as the case may be, and will not result in any violation of the provisions of the charter, bylaws declaration of trust (or charter or by-laws or other similar constitutive document documents) of the Company Grantors or any subsidiarysubsidiary of the Company, except, in the case of subsidiaries of the Company, for such violations as would not, individually or in the aggregate, result in a Material Adverse Change, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance (other than the lien, charge or encumbrance created by the Pledge Agreements in favor of the Collateral Agent) upon any property or assets of the Company Grantors or any of its their subsidiaries pursuant to, or require the consent of any other party to, any Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company Grantors or any subsidiary. On and as subsidiary of the date hereofCompany, no event has occurred except for such violation as would not, individually or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)aggregate, result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of this Agreement or the Transaction Documents by the Company to the extent a party theretoIndenture, or the issuance and delivery of the Securities, Notes or consummation of the transactions contemplated hereby and or thereby and by the Pricing Disclosure Package and the Prospectus, or the Grantors’ execution, delivery and performance of the Pledge Agreements, except such as have been obtained or made by the Company or the Grantors and are in full force and effect under the Securities Act, the Trust Indenture Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”) or the failure of which to obtain would not result in a Material Adverse Change or have a material adverse effect on the consummation of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 transactions contemplated by the Company or any of its subsidiariesthis Agreement.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws charter or by laws (or other constitutive document or applicable organizational document), (ii) in default is (or, with the giving of notice or lapse of time, would be be) in default) default (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, the Credit Facility, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), exceptor (iii) is in violation of any statute, in law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the case Company or such subsidiary or any of its properties, as applicable, except with respect to clause (ii) aboveand (iii), for such Defaults or violations as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, the Transaction Documents by Registration Rights Agreement and the CompanyIndenture, and the issuance and delivery of the Securities or the Exchange Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus Offering Memorandum (i) have been duly authorized by all necessary action (corporate action or otherwise) and will not result in any violation of the provisions of the charter, bylaws charter or by laws (or other constitutive document applicable organizational document) of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company or any subsidiary. On and as of the date hereofits subsidiaries of any court, no event has occurred or is continuing which constitutesregulatory body, or with notice or lapse of time would constituteadministrative agency, an Event of Default (as defined in the Indenture). No consentgovernmental body, approval, authorization arbitrator or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by having jurisdiction over the Company to the extent a party thereto, or the issuance and delivery any of the Securities, its subsidiaries or consummation any of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained its or made by the Company and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canadatheir properties. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, or the Indenture, or the issuance and delivery of the Securities or the Exchange Securities, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum, except for such as have been obtained or made by the Company and are in full force and effect under the Securities Act, and applicable state securities or blue sky laws.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby or by the Registration Statement and the Prospectus (including the issuance and sale of the Placement Shares and the use of the proceeds from the sale of the Placement Shares as described in the Prospectus under the caption “Use of Proceeds”) will not (A) result in a material breach or violation of any of the terms and provisions of, or constitute a default under, any law, order, rule or regulation to which the Company or any subsidiary is subject (including, without limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those performed by the FDA), or by which any property or asset of the Company or any subsidiary is bound or affected, (B) conflict with, result in any violation or breach of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) (a “Default Acceleration Event”) of, any agreement, lease, credit facility, debt, note, bond, mortgage, indenture or other instrument (“Contract”) or obligation or other understanding to which the Company or any subsidiary is a party or by which any property or asset of the Company or any subsidiary is bound or affected, except to the extent that such conflict, default, or Default Acceleration Event is not reasonably likely to result in a Material Adverse Change, or (C) result in a breach or violation of any of the terms and provisions of, or constitute a default under, the Company’s articles of incorporation (as the same may be amended or restated from time to time) or bylaws (as the same may be amended or restated from time to time). Neither the Company nor any of its subsidiaries is in violation, breach or default under its articles of incorporation (i) in violation of its charteras the same may be amended or restated from time to time), bylaws (as the same may be amended or restated from time to time) or other constitutive document equivalent organizational or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which governing documents. Neither the Company or nor any of its subsidiaries nor, to its knowledge, any other party is a party in violation, breach or by which it default of any Contract that has resulted in or any of them may could reasonably be bound, or expected to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and 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, bylaws or other constitutive document of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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.Material

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its chartercharter or by-laws, bylaws or other constitutive document similar organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contractcontract or other agreement, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any either of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries), or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package each Applicable Prospectus and the Prospectus issuance and sale of the Stock (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the chartercharter or by-laws, bylaws or other constitutive document similar organizational documents, as applicable, of the Company or any subsidiaryof its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument 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. On and as of the date hereofits subsidiaries, no event has occurred or is continuing which constitutesexcept, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenturecase of clauses (ii) and (iii), for such breaches, Defaults, results or violations as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the each Applicable Prospectus, except such as have been obtained or made or will be made by the Company and are in full force and effect under the Securities ActAct or that may be required under applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, applicable securities laws of the several states of the United States or provinces of CanadaInc. (“FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charterarticles of incorporation, bylaws by-laws or other constitutive document organizational documents or (ii) in default (orin the performance or observance of any obligation, with the giving of notice agreement, covenant or lapse of timecondition contained in any contract, would be in default) (“Default”) under any indenture, mortgage, deed of trust, loan or credit agreement, note, contract, franchise, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (each, an “Existing Instrument”), except, except in the case of clause (ii) above, above for such Defaults as defaults that would not, individually or in the aggregate, not result in a Material Adverse ChangeEffect. The execution, execution and delivery and performance of the Transaction Documents by the CompanyCompany and the Guarantors of, and the issuance performance by the Company and delivery the Guarantors of their respective obligations under, this Agreement, the Indenture, the Registration Rights Agreement, the Securities and the Exchange Securities, and the consummation of the transactions contemplated hereby described herein and thereby therein and by in the Pricing Disclosure Package Offering Memorandum, do not and will not, whether with or without the Prospectus giving of notice or passage of time or both, contravene (i) have been duly authorized by all necessary corporate action and will not result in any violation provision of applicable law or the provisions articles of the charterincorporation, bylaws by-laws or other constitutive document of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets organizational documents of the Company or any of its subsidiaries pursuant or (ii) any agreement or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole (including, but not limited to, the Amended and Restated Credit Agreement, dated as of September 29, 2011, as amended from time to time, among Steel Dynamics, Inc., as borrower, certain designated “Initial Lenders,” PNC Bank, National Association, as Collateral Agent, PNC Bank, National Association, as Administrative Agent, Bank of America, N.A. and Xxxxx Fargo Bank, National Association, as Syndication Agents, Deutsche Bank Securities Inc. and JPMorgan Chase Bank, N.A., as Documentation Agents, and Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx Incorporated, PNC Capital Markets LLC and Xxxxx Fargo Securities LLC, as Joint Lead Arrangers, and the lenders from time to time party thereto (the “Credit Agreement”)), or require the consent any judgment, order, regulation or decree of any other party toregulatory or governmental body, any Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, and (iii) will not result in any violation of any law, administrative regulation or administrative agency or court decree applicable to having jurisdiction over the Company or any subsidiary. On , and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing qualification with, any court regulatory or other governmental or regulatory authority body or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery Guarantors of their respective obligations under this Agreement, the SecuritiesIndenture, or consummation of the transactions contemplated hereby and thereby and by Registration Rights Agreement, the Pricing Disclosure Package Securities and the ProspectusExchange Securities and the Guarantees, except such as have been obtained or made may be required by the Company and are in full force and effect under the Securities Act, applicable securities or Blue Sky laws of the several various states in connection with the offer and sale of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or Securities and by Federal and state securities laws with respect to the giving of notice or lapse of time would give, Company’s and the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) Guarantors’ obligations under the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesRegistration Rights Agreement.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its chartercharter or by-laws, bylaws or other constitutive document or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them its subsidiaries may be bound, or to which any of the property their respective properties or assets of the Company or any of its subsidiaries is are subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would notcould not reasonably be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws charter or other constitutive document by-laws of the Company or any subsidiary, of its subsidiaries (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing Instrument, except for such conflicts, breaches, Defaults, Defaults or Debt Repayment Triggering Events or liens, charges or encumbrances as would notthat could not reasonably be expected, individually or in the aggregate, result in to have a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Effect 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. On and of its subsidiaries except for such violations as of the date hereofcould not reasonably be expected, no event has occurred individually or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)aggregate, to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws of the several states of the United States or provinces of CanadaFINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in breach or violation of its certificate or articles of incorporation, charter, bylaws bylaws, limited liability company agreement, certificate or agreement of limited or general partnership, memorandum and articles of association, or other constitutive document or similar organizational documents, as the case may be, of such entity, (ii) in breach of or in default (or, with the giving of notice or lapse of timetime or both, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of their properties, as applicable, except, in the case of clause with respect to clauses (ii) aboveand (iii) only, for such breaches, violations or Defaults as that would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby and or by the Pricing Disclosure Package Registration Statement and the Prospectus (including the issuance and sale of the Placement Shares and the use of the proceeds from the sale of the Placement Shares as described in the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any breach or violation of the provisions certificate or articles of the incorporation, charter, bylaws bylaws, limited liability company agreement, certificate or agreement of limited or general partnership, memorandum and articles of association, or other constitutive document similar organizational documents, as the case may be, of the Company or any subsidiaryof its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge charge, claim 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 Existing Instrument, except and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, as applicable, except, with respect to clauses (ii) and (iii) only, for such conflicts, breaches, Defaults, liens, charges Debt Repayment Triggering Events or encumbrances as violations that would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of CanadaChange. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) ), issued by the Company, the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesSignificant Subsidiaries. Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other governmental body necessary in connection with the execution and delivery by the Company of this Agreement and the performance of the Company of the transactions herein contemplated has been obtained or made and is in full force and effect, except (i) with respect to any Applicable Time at which Noble would not be able to rely on Rule 5110(b)(7)(C)(i) of the Financial Industry Regulatory Authority, Inc. (“FINRA”), such additional steps as may be required by FINRA or (ii) such additional steps as may be necessary to qualify the Common Stock for sale by Noble under state securities or Blue Sky laws.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws charter or other constitutive document by-laws or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“"Default”") under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries it is a party or by which it or any of them it may be boundbound (including, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “"Existing Instrument”")), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company's execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and 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, bylaws charter or other constitutive document by-laws of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company's execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained the registration or made by qualification of the Company and are in full force and effect Units under the Securities ActAct and applicable state securities or blue sky laws and from the National Association of Securities Dealers, applicable securities laws of Inc. (the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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"NASD").

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is (i) not in violation of its chartercharter or by-laws, bylaws or other constitutive document or (ii) and is not in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be is bound, or to which any of the property its properties or assets of the Company or any of its subsidiaries is are subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of the Transaction Documents by the Companythis Agreement, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws charter or other constitutive document by-laws of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company Company, except for such conflicts, breaches, Defaults, violations, Debt Repayment Triggering Event, lien, charge or any subsidiary. On encumbrance specified in clauses (ii) and as of the date hereof(iii) above that would not, no event has occurred individually or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities laws of the several states of the United States or provinces of Canadablue sky laws. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesCompany.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is (i) not in violation of its charter, bylaws charter or other constitutive document by-laws or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property Company’s properties or assets of the Company or any of its subsidiaries is are subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would notcould not be expected, individually or in the aggregate, result in to have a material adverse effect on the financial condition, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement, the Transaction Documents by Trust Agreement, the CompanyWarrant Agreement, and the issuance and delivery of Founders’ Purchase Agreements, the SecuritiesWarrant Subscription Agreements, and the Registration Rights Agreement, the Insider Letters or the Administrative Services Agreement, consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws charter or other constitutive document by-laws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, Instrument 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture)Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of this Agreement, the Transaction Documents by Trust Agreement, the Company to Warrant Agreement, the extent a party theretoFounders’ Purchase Agreements, the Warrant Subscription Agreements, the Registration Rights Agreement, the Insider Letters or the issuance Administrative Services Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws of the several states of the United States or provinces of CanadaFINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesCompany.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, for such Defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The execution, delivery and performance of the each Transaction Documents Document by the Company, Company and the issuance and delivery of the SecuritiesNotes, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus Offering Memorandum (i) have has been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, charter or bylaws or other constitutive document of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or (except for the liens securing the Escrow Collateral) 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 (except as shall have been obtained prior the Effective Date) of any other party to, to any Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated herebyTransaction Document, and (iii) will not result in any violation by the Company or its subsidiaries of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary. On and as subsidiary (assuming the accuracy of the date hereofrepresentations and warranties set forth in Section 2(d) and the due performance of the covenant in Section 7 by the Initial Purchasers), no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default except (as defined x) in the Indenture)case of clauses (ii) and (iii) for such conflicts, breaches, Defaults, Debt Repayment Triggering Events, liens, charges, encumbrances or violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) in the case of clause (iii) above, for any such violation that may arise under applicable state securities laws or rules or statutes in connection with the purchase and distribution of the Notes by the Initial Purchasers. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the The execution, delivery and performance of (a) each Transaction Document by each of the Transaction Documents Guarantors (to the extent party thereto) and (b) each Credit Document and each Separation Document by the Company, the Guarantors and their respective subsidiaries (the “Company Entities”), to the extent a party thereto, or and the issuance and delivery of the SecuritiesGuarantees, or and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Credit Documents and the ProspectusSeparation Documents (i) will, except such as of the Effective Date, have been obtained duly authorized by all necessary corporate or made by other action and will not result in any violation of the provisions of the charter, bylaws or other constitutive document of the Company and are in full force and effect under the Securities ActEntities, applicable securities laws of the several states of the United States (ii) will not conflict with or provinces of Canada. As used hereinconstitute a breach of, or Default or a “Debt Repayment Triggering Event” means any event or condition which givesEvent (as defined below) under, or with (except for the giving of notice liens securing the Credit Facilities) result in the creation or lapse of time would give, the holder imposition of any notelien, debenture charge or other evidence encumbrance upon any property or assets 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 subsidiariessubsidiaries pursuant to, or require the consent (except as shall have been obtained prior the Effective Date) of any other party to, any Existing Instrument and any Transaction Document, and (iii) will not result in any violation by the Company Entities of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary (assuming the accuracy of the representations and warranties set forth in Section 2(d) and the due performance of the covenant in Section 7 by the Initial Purchasers), except (x) in the case of clauses (ii) and (iii), for such conflicts, breaches, Defaults, Debt Repayment Triggering Events, liens, charges, encumbrances or violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) in the case of clause (iii) above, for any such violation that may arise under applicable state securities laws or rules or statutes in connection with the purchase and distribution of the Notes by the Initial Purchasers.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its chartercharter or by-laws, bylaws or other constitutive document or (ii) and none of the Company and its subsidiaries is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it the Company or any of them may be bound, its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Preliminary Prospectus and 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, bylaws charter or other constitutive document by-laws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, and (iii) will not result in any violation of any applicable law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package Preliminary Prospectus and the Prospectus, except such as (i) have been obtained or made by the Company and are in full force and effect under the Securities Act, and (ii) may be required by applicable state securities or blue sky laws and from the National Association of Securities Dealers, Inc. (the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesNASD”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) under (“Default”) its charter or by laws, (ii) is in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries such subsidiary is a party or by which it or any of them may be boundbound (including, without limitation, the Company’s Credit Agreement, dated as of June 18, 2002, by and among the Financial Institutions named therein as the Lenders, Bank of America, N.A. as the Agent and MWI Veterinary Supply Co., as amended), or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), exceptor (iii) is in violation of any statute, in law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the case Company or such subsidiary or any of clause its properties, as applicable, except with respect to clauses (ii) aboveand (iii) only, for such Defaults violations as would not, individually or in the aggregate, result in a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of Default under the provisions of the charter, bylaws charter or other constitutive document by laws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) 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 Existing 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 or materially adversely affect the consummation by the Company of the transactions contemplated hereby, and (iii) will not result in any violation of any statute, law, administrative regulation regulation, order or administrative or court decree applicable to the Company or any subsidiary. On and as of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the date hereof, no event has occurred Company or is continuing which constitutes, any of its subsidiaries or with notice any of its or lapse of time would constitute, an Event of Default (as defined in the Indenture)their properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency agency, is required for the Company’s execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance this Agreement and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws of and from the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 subsidiariesNASD.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in breach or violation of its certificate or articles of incorporation, charter, bylaws bylaws, limited liability company agreement, certificate or agreement of limited or general partnership, memorandum and articles of association, or other constitutive document or similar organizational documents, as the case may be, of such entity, (ii) in breach of or in default (or, with the giving of notice or lapse of timetime or both, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of their properties, as applicable, except, in the case of clause with respect to clauses (ii) aboveand (iii) only, for such breaches, violations or Defaults as that would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, this Agreement and consummation of the transactions contemplated hereby and thereby and or by the Pricing Disclosure Package Registration Statement and the Prospectus (including the issuance and sale of the Placement Shares and the use of the proceeds from the sale of the Placement Shares as described in the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any breach or violation of the provisions certificate or articles of the incorporation, charter, bylaws bylaws, limited liability company agreement, certificate or agreement of limited or general partnership, memorandum and articles of association, or other constitutive document similar organizational documents, as the case may be, of the Company or any subsidiaryof its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge charge, claim 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 Existing Instrument, except and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, as applicable, except, with respect to clauses (ii) and (iii) only, for such conflicts, breaches, Defaults, liens, charges Debt Repayment Triggering Events or encumbrances as violations that would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the consummation by the Company of the transactions contemplated hereby, 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. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in the Indenture). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of CanadaChange. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) ), issued by the Company, 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. Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other governmental body necessary in connection with the execution and delivery by the Company of this Agreement and the performance of the Company of the transactions herein contemplated has been obtained or made and is in full force and effect, except (i) such additional steps as may be required by the bylaws and rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or (ii) such additional steps as may be necessary to qualify the Common Stock for sale by the Agents under state securities or Blue Sky laws, or foreign securities laws if applicable.