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 or by laws (or other applicable organizational document), (ii) is (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 (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”), or (iii) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, the issuance and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby and by the Prospectus (i) have been duly authorized by all necessary action (corporate or otherwise) and will not result in any violation of the charter or by laws (or other 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 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 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 or the issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, 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. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by by-laws (or other applicable similar organizational document), (ii) documents or is (or, with the giving of notice or lapse of time, would be) in default (“Default”) under in the due performance or observance of any material term, covenant or condition contained in 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, without limitation, the Credit Facility)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”), or (iii) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by by-laws (or other applicable similar organizational document) 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 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 would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries of any courtsubsidiary, regulatory bodyexcept for such violation that would not, administrative agencyindividually or in the aggregate, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties. As used herein, result in 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 subsidiariesMaterial 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 authority, is required for the Company’s execution, delivery and performance of this Agreement or the issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and hereby, except such as may be required by the ProspectusFinancial Industry Regulatory Authority, except for such as have been obtained Inc. (“FINRA”) or made by the Company Nasdaq 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. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by laws (Certificate of Incorporation, Articles of Association, by-laws, Memorandum of Association or other applicable organizational document)such charter documents (collectively, (iithe "Charter Documents") or is in default (or, with the giving of notice or lapse of time, would bebe in default) 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, without limitation, the Credit Facility)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) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange and would not impair the performance by the Company of, or the validity or binding nature of, this Agreement or the Deposit Agreement. The Company’s 's execution, delivery and performance of this Agreement, the issuance and delivery of the Shares Agreement and the Deposit Agreement and consummation of the transactions contemplated hereby and hereby, thereby and by the Prospectus (including, without limitation, the issuance of the Equity Shares, their deposit under the Deposit Agreement and the issuance, sale and delivery of the Offered ADSs and the related ADRs): (i) have been duly authorized by all necessary corporate action (corporate or otherwiseincluding, without limitation, any required shareholder action) and will not result in any violation of the charter or by laws (or other applicable organizational document) provisions of the Charter 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 Lien upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party part to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, Liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and would not impair the performance by the Company of, or the validity or binding nature of, this Agreement or the Deposit Agreement; and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court 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 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 subsidiariessubsidiary. 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 's execution, delivery and performance of this Agreement or and the issuance Deposit Agreement and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, 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, from the National Association of Securities Dealers, Inc. (the "NASD") and any applicable Indian governmental or regulatory authority or agency (including, without limitation, the required approvals of the MOF, the RBI, the CBL, the DCA and the SEBI).

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 or by by-laws (or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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, without limitation, the Company's Amended and Restated Credit FacilityAgreement with First National Bank of Chicago), 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) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s 's execution, delivery and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by by-laws (or other 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 Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court 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 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 subsidiariessubsidiary. 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 's execution, delivery and performance of this Agreement or the issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, 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 lawslaws and from the NASD.

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 or by by-laws (or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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, without limitation, such agreements and contracts filed as exhibits to the Credit Facility), 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”), or (iii) is 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 such subsidiary or any of its properties, as applicable), except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by by-laws (or other 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 Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court 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 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 subsidiariessubsidiary. 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 issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby by the Disclosure Package and by the Prospectus, except for the registration under the Securities Act of the Common Stock and such as have been obtained or made by the Company and are in full force and effect under the Securities Acteffect, and applicable state securities or blue sky lawslaws and from the National Association of Securities Dealers, Inc. (the “NASD”).

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 or by by-laws (or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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, without limitation, the Credit Facility)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) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by by-laws (or other 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 Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries of any courtsubsidiary. No consent, regulatory bodyapproval, administrative agency, governmental body, arbitrator authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority having jurisdiction over or agency is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, 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 any of its subsidiaries or any of its or their propertiesblue sky laws and from the 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 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 or the issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, 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. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by laws (bylaws, partnership or other applicable organizational document)limited liability company agreement, as applicable, (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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, without limitation, the Credit Facility)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 for such Defaults as would not, individually or in the aggregate, have a Material Adverse Effect or (iii) is in violation of any statute, law, rule, regulation, law or statute or any judgment, order order, rule or decree regulation of any court, regulatory body, administrative agency, governmental body, court or arbitrator or other authority having jurisdiction over the Company governmental or such subsidiary or any of its properties, as applicableregulatory authority, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, and the issuance and delivery sale of the Shares Shares, and the consummation of the transactions contemplated hereby and thereby by the Registration Statement, the Pricing Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by laws (bylaws, partnership agreement or other applicable organizational document) limited liability company agreement 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 Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, have a Material Adverse Effect and (iii) will not result in any violation of any statute, law, rule, regulation, law or statute or any judgment, order order, rule or decree regulation of any court or arbitrator or governmental or regulatory authority 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 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 subsidiariessubsidiary. 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 Agreement, or the issuance and delivery sale of the Shares, or the consummation of the transactions contemplated hereby and thereby by the Registration Statement, the Pricing Disclosure Package and by the Prospectus, except for such as have been obtained or made by (i) the Company and are in full force and effect registration of the Shares under the Securities Act, (ii) the listing of the Shares on the New York Stock Exchange, subject to official notice of issuance and (iii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities or blue sky lawslaws in connection with the purchase and distribution of the Shares by the Underwriters.

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 or by by-laws (or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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, without limitation, the Credit FacilityCompany's credit facility with a group of lenders led by Bank of America, N.A.), 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) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s 's execution, delivery and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by by-laws (or other 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 Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court 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 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 subsidiariessubsidiary. 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 's execution, delivery and performance of this Agreement or the issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, 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 lawslaws and from the National Association of Securities Dealers, Inc. (the "NASD").

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 certificate of incorporation or by by-laws (or other applicable organizational document), (ii) is (orin violation of any statute or any judgment, with the giving order, rule or regulation of notice any court or lapse of time, would be) in default (“Default”) under any indenture, mortgage, loan governmental agency or credit agreement, note, contract, franchise, lease or other instrument to which body having jurisdiction over the Company or any of its subsidiaries properties, or (iii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of them its properties may be bound (includingbound, without limitationexcept, in the Credit Facility), or to which any case of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), or (iii) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause foregoing clauses (ii) and (iii), for such Defaults or violations defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by by-laws (or other applicable organizational document) of the Company or any subsidiary, subsidiary and (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, (A) any indenture, mortgage, deed of trust, loan agreement or result in other agreement or instrument to which the creation Company is a party or imposition by which the Company is bound or to which any of any lien, charge or encumbrance upon any the property or assets of the Company is subject or (B) any statute or any of its subsidiaries pursuant tojudgment, order, rule or require the consent regulation of any other party to, any Existing Instrument and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order court or decree applicable to the Company governmental agency or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority body having jurisdiction over the Company or any of its subsidiaries properties, except, in the case of clauses (A) or any of its or their properties. As used herein(B), a “Debt Repayment Triggering Event” means any event or condition which givesfor such defaults, breaches, or with violations that would not, individually or in the giving of notice or lapse of time would giveaggregate, 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 have a portion of such indebtedness by the Company or any of its subsidiaries. No Material Adverse Effect; and no consent, approval, authorization or other order ofauthorization, or order, registration or filing with, qualification of or with any such court or other governmental agency or regulatory authority or agency body is required for the Company’s execution, delivery issue and performance of this Agreement or the issuance and delivery sale of the Shares, Placement Shares or the consummation by the Company of the transactions contemplated hereby and thereby and by the Prospectusthis Agreement, 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 Act or blue sky laws.the approval from the Financial Industry Regulatory Authority (“FINRA”). US-DOCS\111349286.7

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 or by laws (or other applicable organizational document), (ii) is (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 (including, without limitation, the Credit Facility), or to which any of the property or assets None of the Company or any of its subsidiaries (i) is in violation of its charter or by-laws (or similar organizational documents), (ii) is in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, license or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject (each, an “Existing Instrument”), or (iii) is in violation of any statutestatute or any order, law, rule, regulation, judgment, order rule or decree regulation of any court, regulatory body, administrative agency, court or governmental body, arbitrator agency or other authority body having jurisdiction over it or its property or assets or has failed to obtain any license, permit, certificate, franchise or other governmental authorization or permit necessary to the Company or such subsidiary or any ownership of its properties, as applicableproperty or to the conduct of its business, except with respect to clause in the case of clauses (ii) and (iii), for to the extent any such Defaults conflict, breach, violation or violations as would default could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company’s and each Guarantor’s execution, delivery and performance of this Agreement, Agreement and the Indenture and the issuance and delivery of the Shares Securities, and the consummation of the transactions contemplated hereby and thereby and by the Prospectus (i) Supplement have been duly authorized by all necessary corporate action and (corporate or otherwisei) and will not result in any violation of the provisions of the charter or by by-laws (or other applicable similar organizational documentdocuments) of the Company or any subsidiaryof its subsidiaries, (ii) will not conflict with or constitute result in a breach or violation of any of the terms or provisions of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of impose 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 toconstitute a default under, any Existing Instrument indenture, mortgage, deed of trust, loan agreement, license or other agreement or instrument to which the 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, and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company statute or any of its subsidiaries order, rule or regulation of any court, regulatory body, administrative agency, court or governmental body, arbitrator agency or other authority body having jurisdiction over the Company or any of its subsidiaries or any of its their properties or their properties. As used hereinassets, except in the case of clauses (ii) and (iii), for any such conflict, breach, violation, imposition of a “Debt Repayment Triggering Event” means any event lien, charge or condition which givesencumbrance, or with default that could not, in the giving aggregate, reasonably be expected to have a Material Adverse Effect or affect the ability 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 Guarantor to perform in all material respects its subsidiariesobligations under this Agreement or the Indenture. No consent, approval, authorization or other order of, or filing or registration or filing with, any court or other governmental agency or regulatory authority body having jurisdiction over the Company or agency any of its subsidiaries or any of their properties or assets is required for the Company’s execution, delivery and performance of this Agreement or the Indenture or the issuance and delivery of the SharesSecurities, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, except for such as have been obtained or made the filing of the Registration Statement by the Company and are in full force and effect under the Guarantors with the Commission pursuant to the Securities Act, and applicable such consents, approvals, authorizations, orders, filings, registrations or qualifications as may be required under state securities or blue sky lawsBlue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters.

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 or by by-laws (or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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, without limitation, the Company's Revolving Credit FacilityAgreement and Term Loan with First Union National Bank, as lender), 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) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s 's execution, delivery and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by by-laws (or other 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 Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court 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 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 subsidiariessubsidiary. 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 's execution, delivery and performance of this Agreement or the issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, 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 lawslaws and from the NASD.

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, by-laws, partnership agreement, operating agreement or by laws (or other applicable similar organizational document), (ii) documents and nor is any of them in default (or, with the giving of notice or lapse of time, none of them would bebe in default) 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 may be its subsidiaries is bound (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”"), or (iii) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s 's execution, delivery and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by by-laws (or other applicable organizational document) of the Company or the partnership agreement, operating agreement or similar organizational documents of 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 Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court 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 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 subsidiariessubsidiary. 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 's and the Operating Partnership's execution, delivery and performance of this Agreement or the issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, except for 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 lawslaws and from the National Association of Securities Dealers, Inc. (the "NASD").

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 or by laws (charter, bylaws or other applicable organizational document), (ii) documents or is in default (or, with the giving of notice or lapse of time, would bebe in default) 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 bound (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”"EXISTING INSTRUMENT"), or (iii) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s 's execution, delivery delivery, and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the charter or by laws (provisions of the charter, bylaws or other applicable organizational document) 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 belowhereinafter defined) under, or result in the creation or imposition of any lien, charge 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 would not, individually or in the aggregate, result in a Material Adverse Change, and (iii) will not result in any violation of any statute, law, rule, administrative regulation, judgment, order or administrative or court 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 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 subsidiariessubsidiary. 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 's execution, delivery delivery, and performance of this Agreement or the issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, 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.Securities

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither Except as disclosed in the Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries Subsidiary is (i) in violation of its charter or by laws (bylaws or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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 bound (including, without limitation, such agreements and contracts filed as exhibits to the Credit Facility), Registration Statement or to which any of the property or assets of the Company or any of its subsidiaries Subsidiary is subject (each, an “Existing Instrument”), or (iii) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by laws (or other applicable organizational document) bylaws 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 Subsidiary 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 would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court 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 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 subsidiariesSubsidiary. 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 issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby by the Disclosure Package and by the Prospectus, except for 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 Act, Act and applicable state securities or blue sky laws.laws and from the National Association of Securities Dealers, Inc.

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 or by by-laws (or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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, without limitation, the Credit Facility)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) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s 's execution, delivery and performance of this Agreement, the Indenture and the Asset Purchase Agreement, the issuance and delivery of the Shares Notes and the consummation of the transactions contemplated hereby and thereby and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by by-laws (or other 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 Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court 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 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 subsidiariessubsidiary. 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 's execution, delivery and performance of this Agreement, the Indenture and the Asset Purchase Agreement or the issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, except for such as have been obtained or made by the Company and are in full force and effect under the Securities Act, and the Trust Indenture Act, applicable state securities or blue sky lawslaws and from the National Association of Securities Dealers, Inc. (the "NASD").

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 or by by-laws (or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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, without limitation, such agreements and contracts filed as exhibits to the Credit Facility), 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”")), or (iii) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s 's execution, delivery and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by by-laws (or other 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 Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court 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 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 subsidiariessubsidiary. 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 's execution, delivery and performance of this Agreement or the issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, except for the registration under the Securities Act of the Common Stock and such as have been obtained or made by the Company and are in full force and effect under the Securities Acteffect, and applicable state securities or blue sky lawslaws and from the NASD and except such as have been obtained under the laws and regulations of jurisdictions outside the United States in which Directed 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 or by by-laws (or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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, without limitation, such agreements and contracts filed as exhibits to the Credit Facility), 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”")), or (iii) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s 's execution, delivery and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by by-laws (or other 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 Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court 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 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 subsidiariessubsidiary. 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 's execution, delivery and performance of this Agreement or the issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, 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 lawslaws and from the NASD and except such as have been obtained under the laws and regulations of jurisdictions outside the United States in which Directed 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 breach or violation of its charter or by by-laws (or other applicable any equivalent organizational document), (iior governing documents) or is in default (or, with the giving of notice or lapse of time, would bebe in default) 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, without limitation, the Credit Facility)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) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby by the Registration Statement, the Time of Sale Disclosure Package and by the Prospectus (iA) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by by-laws (or other applicable organizational 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 Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Effect and (iiiC) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries of any courtsubsidiary; except for, 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 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 respect to subsections (or any person acting on such holder’s behalfB) 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 (C) of this Agreement Section 3(a) such violations as would not, individually or in the issuance and delivery of the Sharesaggregate, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, except for such as have been obtained or made by the Company and are result in full force and effect under the Securities Act, and applicable state securities or blue sky lawsa Material Adverse Effect.

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 articles of incorporation or by laws (bylaws or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) in default (a “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, without limitation, such agreements and contracts filed as exhibits to the Credit Facility), 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”), or (iii) is 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 such subsidiary or any of its properties, as applicable), except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the charter provisions of the articles of incorporation or by laws (or other applicable organizational document) bylaws 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 Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court 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 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 subsidiariessubsidiary. 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 issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, except for the registration under the Securities Act of the Common Stock and such as have been obtained or made by the Company and are in full force and effect under the Securities Acteffect, and applicable state securities or blue sky lawslaws and from the National Association of Securities Dealers, Inc. (the “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 charter memorandum of association (as amended, restated, supplemented and/or otherwise modified from time to time) or by laws (or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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 may be bound (including, without limitation, any agreement or contract filed as an exhibit to the Credit Facility), Registration Statement or to which any of the property or assets of the Company or any of its subsidiaries is are subject (each, an “Existing Instrument”), or (iii) is 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 such subsidiary or any of its properties, as applicable), except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the charter or by laws (or other applicable organizational document) provisions of the Company or any subsidiarymemorandum of association, as amended and restated from time to time (the “memorandum of association”), of the 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 and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court decree applicable to the Company Company, except in the case of each of clauses (ii) and (iii), to the extent such conflict, breach, Default 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 used herein, violation could not reasonably be expected to result in 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 subsidiariesMaterial 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 this Agreement or the issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby by the Disclosure Package and by the Prospectus, except for such as have been obtained the registration or made by qualification of the Company and are in full force and effect Offered Securities under the Securities Act, Act and applicable state securities or blue sky lawslaws and from the Financial Industry Regulatory Authority (“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 or by by-laws (or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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 bound (including, without limitation, the Credit Facility)bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”"EXISTING INSTRUMENT"), or (iii) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse EffectChange. The Company’s 's execution, delivery and performance of this Agreement, the issuance and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby and by the Time of Sale Prospectus and the issuance and sale of the Offered Securities (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by by-laws (or other 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 and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court decree applicable to the Company or any subsidiary, except in the case of its subsidiaries of any court(ii) and (iii) above, regulatory bodywhere such conflict, administrative agencybreach, governmental bodyDefault, arbitrator lien, charge, encumbrance, consent or other authority having jurisdiction over violation would not be expected to result in, individually or in the Company or any of its subsidiaries or any of its or their properties. As used hereinaggregate, 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 subsidiariesMaterial 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 's execution, delivery and performance of this Agreement or the issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Time of Sale Prospectus, 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. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by by-laws (or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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, without limitation, the Company's Revolving Credit FacilityAgreement with SunTrust Bank, Atlanta, as lender), 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) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s 's execution, delivery and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by by-laws (or other 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 Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court 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 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 subsidiariessubsidiary. 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 's execution, delivery and performance of this Agreement or the issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, 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.are

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 or by laws (charter, bylaws or other applicable organizational document), constitutive document or (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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, without limitation, the Credit Company’s ABL Facility), 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) is except, in violation the case 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii)above, for such Defaults or violations as would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreementthe Transaction Documents by the Company and the Guarantors party thereto, and the issuance and delivery of the Shares Securities and the Exchange Securities, and consummation of the transactions contemplated hereby and thereby and by the Prospectus Offering Memorandum (i) have been duly authorized by all necessary action (corporate or otherwise) and will not result in any violation of the charter or by laws (provisions of the charter, bylaws or other applicable organizational document) 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 Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any statute, law, rule, administrative regulation, judgmentadministrative, order regulatory or decree court decree, or written agreement or other written statement issued by applicable regulators, applicable to the Company or any subsidiary, except in the case of its subsidiaries of any courtclauses (ii) and (iii) above, regulatory bodyfor such conflicts, administrative agencybreaches, governmental bodyDefaults, arbitrator liens, charges, encumbrances or other authority having jurisdiction over violations as would not, individually or in the Company or any of its subsidiaries or any of its or their properties. As used hereinaggregate, reasonably be expected to result in 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 subsidiariesMaterial 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 the Transaction Documents by the Company and the Guarantors to the extent a party thereto, or the issuance and delivery of the SharesSecurities or the Exchange Securities, or the consummation of the transactions contemplated hereby and thereby and by the ProspectusOffering Memorandum, except for (i) filings on Form 8-K under the Exchange Act disclosing the offer and sale of the Notes, (ii) such as may be required by the securities or Blue Sky laws of the various states in connection with the offer or sale of the Notes, (iii) such as have been obtained or made by the Company and are in full force and effect under the Securities ActGuarantors, and applicable state securities or blue sky laws.(iv) where the failure to obtain such consents, approvals, authorizations, orders, registrations, filings or qualifications would

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 or by by-laws (or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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 bound (including, without limitation, the Credit Facility)bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”"EXISTING INSTRUMENT"), or (iii) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectChange. The Company’s 's execution, delivery and performance of this Agreement, the issuance and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby and by the Prospectus and the issuance and sale of the Offered Securities (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by by-laws (or other 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 and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court decree applicable to the Company or any subsidiary, except in the case of its subsidiaries of any court(ii) and (iii) above, regulatory bodywhere such conflict, administrative agencybreach, governmental bodyDefault, arbitrator lien, charge, encumbrance, consent or other authority having jurisdiction over violation would not be expected to have, individually or in the Company or any of its subsidiaries or any of its or their properties. As used hereinaggregate, 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 subsidiariesMaterial 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 's execution, delivery and performance of this Agreement or the issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, 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. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by by-laws (or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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, without limitation, the Company's Revolving Credit FacilityAgreement and Term Loan with First Union National Bank, as lender), 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) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s 's execution, delivery and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by by-laws (or other 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 part to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court 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 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 subsidiariessubsidiary. 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 's execution, delivery and performance of this Agreement or the issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, 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 lawslaws and from the NASD.

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 or by by-laws (or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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, without limitation, the Credit Facility)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) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the issuance and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby by this Agreement and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by by-laws (or other 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 toto (other than consents that have been obtained), any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries of any courtsubsidiary, regulatory bodyexcept for such violations as would not, administrative agencyindividually or in the aggregate, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties. As used herein, reasonably be expected to result in 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 subsidiariesMaterial 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 issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, except for such as have been obtained or made by the Company and are in full force and effect effect, or as may be required under the Securities Act, and applicable state securities or blue sky lawslaws and from Nasdaq and the Financial Industry Regulatory Authority (“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 respective charter or by by-laws (or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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, 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”), or (iii) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the issuance Operative Documents and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby and by the Prospectus Offering Memorandum (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by by-laws (or other 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 and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries of subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court, court or other governmental or regulatory body, administrative authority or agency, governmental bodyis required for the Company’s execution, arbitrator delivery and performance of the Operative Documents and consummation of the transactions contemplated thereby and by the Offering Memorandum, except (i) with respect to the transactions contemplated by the Registration Rights Agreement, as may be required under the Securities Act, the Trust Indenture Act and the rules and regulations promulgated thereunder and (ii) such as have been obtained or other authority having jurisdiction over made by the Company and are in full force and effect under the Securities Act, applicable state securities or any blue sky laws and from the National Association of its subsidiaries or any of its or their propertiesSecurities Dealers, Inc. (the “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 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 or the issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, 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. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by laws (or other applicable organizational document), (ii) is (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 (including, without limitation, the Credit Facility), or to which any of the property or assets None of the Company or any of its subsidiaries (i) is in violation of its charter or by-laws (or similar organizational documents), (ii) is in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, license or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject (each, an “Existing Instrument”), or (iii) is in violation of any statutestatute or any order, law, rule, regulation, judgment, order rule or decree regulation of any court, regulatory body, administrative agency, court or governmental body, arbitrator agency or other authority body having jurisdiction over it or its property or assets or has failed to obtain any license, permit, certificate, franchise or other governmental authorization or permit necessary to the Company or such subsidiary or any ownership of its properties, as applicableproperty or to the conduct of its business, except with respect to clause in the case of clauses (ii) and (iii), for to the extent any such Defaults conflict, breach, violation or violations as would default could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company’s and each Guarantor’s execution, delivery and performance of this Agreement, Agreement and the Indenture and the issuance and delivery of the Shares Securities, and the consummation of the transactions contemplated hereby and thereby and by the Prospectus (i) Disclosure Package have been duly authorized by all necessary corporate action and (corporate or otherwisei) and will not result in any violation of the provisions of the charter or by by-laws (or other applicable similar organizational documentdocuments) of the Company or any subsidiaryof its subsidiaries, (ii) will not conflict with or constitute result in a breach or violation of any of the terms or provisions of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of impose 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 toconstitute a default under, any Existing Instrument indenture, mortgage, deed of trust, loan agreement, license or other agreement or instrument to which the 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, and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company statute or any of its subsidiaries order, rule or regulation of any court, regulatory body, administrative agency, court or governmental body, arbitrator agency or other authority body having jurisdiction over the Company or any of its subsidiaries or any of its their properties or their properties. As used hereinassets, except in the case of clauses (ii) and (iii), for any such conflict, breach, violation, imposition of a “Debt Repayment Triggering Event” means any event lien, charge or condition which givesencumbrance, or with default that could not, in the giving aggregate, reasonably be expected to have a Material Adverse Effect or affect the ability 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 Guarantor to perform in all material respects its subsidiariesobligations under this Agreement or the Indenture. No consent, approval, authorization or other order of, or filing or registration or filing with, any court or other governmental agency or regulatory authority body having jurisdiction over the Company or agency any of its subsidiaries or any of their properties or assets is required for the Company’s execution, delivery and performance of this Agreement or the Indenture or the issuance and delivery of the SharesSecurities, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, except for such as have been obtained or made the filing of the Registration Statement by the Company and are in full force and effect under the Guarantors with the Commission pursuant to the Securities Act, and applicable such consents, approvals, authorizations, orders, filings, registrations or qualifications as may be required under state securities or blue sky lawsBlue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters.

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 or by by-laws (or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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, without limitation, the MCRC Note or the related purchase and security agreements and the Revolving Credit FacilityFacility with Fleet National Bank), 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) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s 's execution, delivery and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by the by-laws (or other 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 part to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order law or decree administrative regulation applicable to the Company or any of its subsidiaries of subsidiary or any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over court decree specifically naming the Company or any of its subsidiaries or any of its or their 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 subsidiariessubsidiary. 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 's execution, delivery and performance of this Agreement or the issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectushereby, except for such as have been obtained or made by the Company and are in full force and effect and except for such additional steps as may be required under the Securities Act, and applicable state securities or blue sky lawslaws and the rules and regulations of the National Association of Securities Dealers, Inc. (the "NASD") and the Nasdaq National Market.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company Issuer nor any of its their subsidiaries is (i) in violation of its charter or by laws (by-laws, limited partnership agreement or other applicable similar organizational document)documents, (ii) as applicable, or is in default (or, with the giving of notice or lapse of time, would bebe in default) in default (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company either Issuer or any of its their subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Credit Facility)bound, or to which any of the property or assets of the Company either Issuer or any of its their subsidiaries is subject (each, an “Existing Instrument”), or (iii) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s Each Issuers’ execution, delivery and performance of this Agreement, the Registration Rights Agreement, and the Indenture, the delivery and performance of the DTC Agreement, and the issuance and delivery of the Shares Securities or the Exchange Securities, and the consummation of the transactions contemplated hereby and thereby and by the Prospectus Offering Memorandum (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by laws (by-laws, limited partnership agreement or other applicable similar organizational document) documents, as applicable, of the Company either Issuer 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 either Issuer or any of its their 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 would not, individually or in the aggregate, result in a Material Adverse Change, and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court decree applicable to the Company either Issuer or any of its subsidiaries of subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court, court or other governmental or regulatory body, administrative authority or agency, governmental bodyis required for either Issuer’s execution, arbitrator delivery and performance of this Agreement, the Registration Rights Agreement, or other authority having jurisdiction over the Company Indenture, or any the delivery or performance of its subsidiaries the DTC Agreement, or any the issuance and delivery of its the Securities or their propertiesthe Exchange Securities, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum, except such as have been obtained or made by either Issuer and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and except such as may be required by federal and state securities laws with respect to the obligations of the Issuers under the Registration Rights 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 either Issuer or any of its their 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 or the issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, 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. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by by-laws (or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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, without limitation, the Credit Facility)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) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the issuance Agreement or any Terms Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby herein or in any Terms Agreement and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by by-laws (or other 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 or, require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court 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 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 subsidiariessubsidiary. 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 issuance any Terms Agreement and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby herein, in any Terms Agreement and by the Prospectus, except for such as have been obtained or made by the Company and are in full force and effect under the Securities Act, and or that may be required under applicable state securities or blue sky lawslaws and from the Financial Industry Regulatory Authority (“FINRA”) or Exchange.

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 or by laws (or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of timetime or both, would bebe in default) 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 is a party or by which it or any of them may be bound (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”), ) or (iii) is 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 such subsidiary any of its subsidiaries or any of its or their properties, as applicable, except except, with respect to clause clauses (ii) and (iii)) only, for such Defaults or violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation Default under the articles of the incorporation, charter or by by-laws (or other applicable equivalent organizational documentdocuments) 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 Instrument, 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 used hereinproperties except, a “with respect to clauses (ii) and (iii) only, for any such conflict, breach, Default or Debt Repayment Triggering Event” means any event Event that would not, individually or condition which givesin the aggregate, 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 have a portion of such indebtedness by the Company or any of its subsidiariesMaterial 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 this Agreement or the issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and hereby, by the Disclosure Package or by the Prospectus, 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 lawslaws and from the Financial Industry Regulatory Authority (the “FINRA”) and those consents, approvals, authorizations, orders, registrations or filings the failure of which to obtain would not, individually or in the aggregate, have a 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 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 Company nor any of its subsidiaries is (i) in violation of its charter certificate of incorporation or by laws (or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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, 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”), or (iii) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the charter provisions of the certificate of incorporation or by laws (or other applicable organizational document) of the Company or any subsidiary, (ii) are within the Company’s corporate powers, (iii) 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 would not, individually or in the aggregate, result in a Material Adverse Change and (iiiiv) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries of subsidiary, except for any courtviolations which would not, regulatory bodyindividually or in the aggregate, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their propertiesresult in a Material Adverse Change. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or Assuming compliance by NMS and BAS with the giving of notice or lapse of time would giveterms and conditions contained in the Note Purchase Agreement, 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 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 issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectushereby, except for such as (i) are contemplated by this Agreement under the Securities Act or (ii) 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 lawslaws and from the NASD.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither Except as disclosed in the Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries Subsidiary is (i) in violation of its charter or by laws (bylaws or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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 bound (including, without limitation, such agreements and contracts filed as exhibits to the Credit Facility), Registration Statement or to which any of the property or assets of the Company or any of its subsidiaries Subsidiary is subject (each, an “Existing Instrument”), or (iii) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by laws (or other applicable organizational document) bylaws 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 Subsidiary 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 would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court 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 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 subsidiariesSubsidiary. 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 issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby by the Disclosure Package and by the Prospectus, except for 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 Act, Act and applicable state securities or blue sky laws.laws and from the Financial Industry Regulatory Authority (“FINRA”), successor entity to the National Association of Securities Dealers, Inc.

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 or by laws (by-laws, or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of timetime or both, would bebe in default) 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, 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”), or (iii) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s and each Guarantors’ execution, delivery and performance of this Agreement, the Registration Rights Agreement and the First Supplemental Indenture, the issuance and delivery of the Shares Securities and, if applicable, the Exchange Securities and the consummation Company’s execution, delivery and performance of the transactions contemplated hereby and thereby and by the Prospectus DTC Agreement (i) have been duly authorized by all necessary corporate, trust, limited liability company or partnership action (corporate or otherwise) of the Company and the Guarantors and will not result in any violation of the provisions of the charter or by laws (by-laws, trust agreement, operating agreement or other applicable organizational document) partnership agreement of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or constitute 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 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 would not, individually or in the aggregate, result in a Material Adverse Change and such consents as have been obtained and are in full force and effect and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries of subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court, court or other governmental or regulatory body, administrative authority or agency, governmental bodyis required for the Company’s or any Guarantor’s, arbitrator as applicable, execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement or other authority having jurisdiction over the First Supplemental Indenture, or the issuance and delivery of the Securities or, if applicable, the Exchange Securities, except such as have been obtained or made by the Company or any such Guarantors and are in full force and effect and except such as may be required by federal and state securities laws with respect to the filing and effectiveness of its subsidiaries or any the applicable registration statement under the Securities Act and qualification of its or their propertiesthe Indenture under the Trust Indenture Act in connection with the Registration Rights 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. 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 Existing Agreements listed in Schedule D hereto (the Company’s execution, delivery and performance of this Agreement or “Material Existing Instruments”) are the issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, except for such as have been obtained or made by only agreements that are material to the Company and are in full force and effect under the Securities Act, and applicable state securities or blue sky lawsits subsidiaries taken as a whole.

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 or by laws (or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of timetime or both, would bebe in default) 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 is a party or by which it or any of them may be bound (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”), ) or (iii) is 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 such subsidiary any of its subsidiaries or any of its or their properties, as applicable, except except, with respect to clause clauses (ii) and (iii)) only, for such Defaults or violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation Default under the articles of the incorporation, charter or by by-laws (or other applicable equivalent organizational documentdocuments) 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 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 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 or the issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, 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.Default

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 or by by-laws (or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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 bound (including, without limitation, the Credit Facility)bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”"EXISTING INSTRUMENT"), or (iii) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s 's execution, delivery and performance of this Agreement, the issuance Operative Documents and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby and by the Prospectus Offering Memorandum (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by by-laws (or other 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 Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries of subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court, court or other governmental or regulatory body, administrative authority or agency, governmental bodyis required for the Company's execution, arbitrator delivery and performance of the Operative Documents and consummation of the transactions contemplated thereby and by the Offering Memorandum, except (i) with respect to the transactions contemplated by the Registration Rights Agreement, as may be required under the Securities Act, the Trust Indenture Act and the rules and regulations promulgated thereunder and (ii) such as have been obtained or other authority having jurisdiction over made by the Company and are in full force and effect under the Securities Act, applicable state securities or any blue sky laws and from the New York Stock Exchange (the "NYSE") and the National Association of its subsidiaries or any of its or their propertiesSecurities Dealers, Inc. (the "NASD"). As used herein, a “Debt Repayment Triggering Event” "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. 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 issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, 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. Neither the Company nor any of its subsidiaries Significant Subsidiaries is (i) in violation of its charter or by laws (or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of timetime or both, would bebe in default) 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 is a party or by which it or any of them may be bound (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”), ) or (iii) is 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 such subsidiary any of its subsidiaries or any of its or their properties, as applicable, except except, with respect to clause clauses (ii) and (iii)) only, for such Defaults or violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation Default under the articles of the incorporation, charter or by by-laws (or other applicable equivalent organizational documentdocuments) 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 Instrument, 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 used hereinproperties except, a “with respect to clauses (ii) and (iii) only, for any such conflict, breach, Default or Debt Repayment Triggering Event” means any event Event that would not, individually or condition which givesin the aggregate, 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 have a portion of such indebtedness by the Company or any of its subsidiariesMaterial 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 this Agreement or the issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and hereby, by the Disclosure Package or by the Prospectus, 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 lawslaws and from the Financial Industry Regulatory Authority (the “FINRA”), and those consents, approvals, authorizations, orders, registrations or filings the failure of which to obtain would not individually or in the aggregate, have a 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 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 Company nor any of its subsidiaries is (i) in violation of its charter certificate of incorporation or by by-laws (or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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 (including, without limitation, the Credit Facility)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”), or (iii) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would notcould not be reasonably expected, individually or in the aggregate, have to result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the issuance and delivery of the Shares and the any Terms Agreement, consummation of the transactions contemplated hereby and thereby and by the Prospectus and the issuance and sale of the Shares (including the use of proceeds from the sale of the Shares as described in the prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action (corporate and, with respect to any Terms Agreement, upon authorization by the Company’s Board of Directors or otherwisea duly authorized committee thereof at the time of execution and delivery) and will not result in any violation of the provisions of the charter or by by-laws (or other applicable organizational document) 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 Instrument; and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries subsidiaries, except, in the case 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, court or other governmental or regulatory body, administrative authority or agency, governmental bodyis required for the Company’s execution, arbitrator delivery and performance of this Agreement and consummation of the transactions contemplated hereby or other authority having jurisdiction over by any Terms Agreement 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 and such as may be required under applicable state securities or any of its subsidiaries blue sky laws or any of its the Financial Industry Regulatory Authority (“FINRA”) or their propertiesthe Nasdaq Stock Market. 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 or the issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, 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. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by laws (by-laws, partnership agreement or other applicable operating agreement or similar organizational document)documents, (ii) as applicable, or is in default (or, with the giving of notice or lapse of time, would bebe in default) 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 (including, without limitation, the Credit Facility)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”), or (iii) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby by the Registration Statement, the Time of Sale Prospectus and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by laws (by-laws, partnership agreement or other applicable operating agreement or similar organizational document) documents, 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 and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries of subsidiaries, except, with respect to clauses (ii) and (iii) above, for such conflicts, breaches or violations that would not, individually or in the aggregate, have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court, court or other governmental or regulatory body, administrative authority or agency, governmental bodyis required for the Company’s execution, arbitrator delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or other authority having jurisdiction over 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 any of its subsidiaries blue sky laws or any of its or their propertiesFINRA. 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 or the issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, 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. Neither Except as disclosed in the Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries Subsidiary is (i) in violation of its charter or by laws (bylaws or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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 bound (including, without limitation, such agreements and contracts filed as exhibits to the Credit Facility), Registration Statement or to which any of the property or assets of the Company or any of its subsidiaries Subsidiary is subject (each, an “Existing Instrument”), or (iii) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by laws (or other applicable organizational document) bylaws 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 Subsidiary 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 would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court 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 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 subsidiariesSubsidiary. 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 issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby by the Disclosure Package and by the Prospectus, except for 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 Act, Act and applicable state securities or blue sky lawslaws and from the National Association of Securities Dealers, Inc. (the “NASD”).

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 or by by-laws (or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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, without limitation, the Credit Facility)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) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would notnot be reasonably expected to result, individually or in the aggregate, have in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by by-laws (or other 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 and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court decree applicable to the Company or any subsidiary, except, with respect to each of its subsidiaries of clauses (i), (ii) and (iii) above, for such violations, conflicts, breaches, Defaults, liens, charges or encumbrances as would not be reasonably expected to result, individually or in the aggregate, in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court, court or other governmental or regulatory body, administrative authority or agency, governmental bodyis required for the Company’s execution, arbitrator delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Prospectus, except such as have been obtained or other authority having jurisdiction over 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 National Association of Securities Dealers, Inc. (the “NASD”) and except where the failure to make any of its subsidiaries such filing or to obtain any of its such authorization, approval, consent, license, order, registration qualification or their propertiesdecree would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Change. 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 or the issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, 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. Neither the Company nor any of its subsidiaries is (i) in violation of its charter certificate of incorporation or by by-laws (or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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, without limitation, the Credit Facility)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) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s 's execution, delivery and performance of this Agreement, the issuance Operative Documents and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby and by the Prospectus Offering Memorandum (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the charter provisions of the certificate of incorporation or by by-laws (or other 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 and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries of subsidiary except for any courtviolations which would not, individually or in the aggregate, result in a Material Adverse Change. Assuming compliance by the Initial Purchaser with the terms and conditions contained herein, no consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory body, administrative authority or agency, governmental bodyis required for the Company's execution, arbitrator delivery and performance of the Operative Documents and consummation of the transactions contemplated thereby and by the Offering Memorandum, except (i) with respect to the transactions contemplated by the Registration Rights Agreement, as may be required under the Securities Act, the Trust Indenture Act and the rules and regulations promulgated thereunder and (ii) such as have been obtained or other authority having jurisdiction over made by the Company and are in full force and effect under the Securities Act, applicable state securities or any blue sky laws and from the National Association of its subsidiaries or any of its or their propertiesSecurities Dealers, Inc. (the "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 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. 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 issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, 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. Neither the Company Company, the Partnerships nor any of its subsidiaries subsidiary is in breach of, or in default under (i) in violation of its charter or by laws (or other applicable organizational document)nor has any event occurred which with notice, (ii) is (or, with the giving of notice or lapse of time, or both would constitute a breach of or default under) ("Default"), its respective articles or certificate of incorporation, bylaws, certificate of limited partnership or partnership agreement, as the case may be) , or in default (“Default”) under the performance or observance of any obligation, agreement, covenant or condition contained in any license, indenture, mortgage, deed of trust, loan or credit agreement, note, contract, franchise, lease agreement or other agreement or instrument to which the Company Company, any Partnership or any of its subsidiaries subsidiary is a party or by which it or any of them may be or their respective properties is bound (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”"), or (iii) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults breaches or violations as defaults which would not, individually or not result in the aggregate, have a Material Adverse EffectChange. The Company’s 's execution, delivery and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by by-laws (or other applicable organizational document) documents of the Company or any subsidiaryof its subsidiaries or any of the Partnerships, (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 or any of the Partnerships pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court 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 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 or the issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, 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.the

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 respective charter or by by-laws (or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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, 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”), or (iii) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the issuance Operative Documents and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby and by the Prospectus Offering Memorandum (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by by-laws (or other 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 and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries of subsidiary, except for any courtsuch event or occurrence that would not, individually or in the 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 body, administrative authority or agency, governmental bodyis required for the Company’s execution, arbitrator delivery and performance of the Operative Documents and consummation of the transactions contemplated thereby and by the Offering Memorandum, except (i) with respect to the transactions contemplated by the Registration Rights Agreement, as may be required under the Securities Act, the Trust Indenture Act and the Rules and Regulations promulgated thereunder and (ii) such as have been obtained or other authority having jurisdiction over made by the Company and are in full force and effect under the Securities Act, applicable state securities or any blue sky laws and from the National Association of its subsidiaries or any of its or their propertiesSecurities Dealers, Inc. (the “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 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 or the issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, 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. Neither the Company nor any of its significant subsidiaries is (i) in violation of its charter or by by-laws (or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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 significant subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Credit Facility)bound, or to which any of the property or assets of the Company or any of its significant subsidiaries is subject (each, an “Existing Instrument”), or (iii) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the issuance and delivery of the Shares Indenture and the Notes and consummation of the transactions contemplated hereby and thereby by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by by-laws (or other applicable organizational document) of the Company or any significant 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 significant 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 would not, individually or in the aggregate, result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries of any courtsignificant subsidiary, regulatory bodyexcept for such violations as would not, administrative agencyindividually or in the aggregate, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties. As used herein, result in 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 subsidiariesMaterial 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 Agreement, the issuance Indenture and delivery of the Shares, or the Notes and consummation of the transactions contemplated hereby and thereby by the Disclosure Package and by the Prospectus, except for such as have been, or will have been prior to the delivery of such Notes, obtained or made by the Company and are in full force and effect under the Securities ActAct and such other consents, and approvals, authorizations, registrations or filings as may be required under applicable state securities or blue sky laws, from the Financial Industry Regulatory Authority (“FINRA”) and by the rules and regulations of the New York Stock Exchange (the “Exchange”) with respect to any listing of the Notes on the Exchange.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company Company, the Partnership nor any of its their subsidiaries is (i) in violation of its charter respective charter, declaration of trust, by-laws, certificate of formation, partnership agreement, operating agreement or by laws (similar documents or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) in default (“"Default”") under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company Company, the Partnership or any of its their subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Credit Facility)bound, or to which any of the property or assets of the Company Company, the Partnership or any of its their subsidiaries is subject (each, an “"Existing Instrument”"), or (iii) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s 's and the Partnership's execution, delivery and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby and by the Prospectus (i) have been duly authorized by all necessary action (corporate or otherwise) and will not result in any violation of the charter or by laws (or other applicable organizational document) provisions of the Company respective charter, declaration of trust, by-laws, certificate of formation, partnership agreement, operating agreement or similar documents of the Company, the Partnership 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 Company, the Partnership or any of its their subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, Debt Repayment Triggering Events (as defined below), liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, statute, law, rule, regulation, judgment, order or decree, administrative regulation or administrative or court decree applicable to the Company Company, the Partnership 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 subsidiary or any of its or their propertiesproperty. 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 or the Partnership's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Prospectus, except such as have been obtained or made by the Company and the Partnership and are in full force and effect under the Securities Act, applicable state securities or blue sky laws of any jurisdiction in connection with the purchase and distribution of Common Shares in the manner contemplated hereby and in the Prospectus. 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 Company, the Partnership 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 or the issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, 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. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by by-laws (or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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 or any of them may be bound (including, without limitation, the Credit Facility)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) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by by-laws (or other 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 Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries of subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court, court or other governmental or regulatory body, administrative authority or agency, governmental bodyis required for the Company’s execution, arbitrator delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Prospectus, except (A) such as have been obtained or other authority having jurisdiction over made by the Company and are in full force and effect under the Securities Act, applicable state securities or any blue sky laws and from the NASD and (B) such as have been obtained under the laws and regulations of its subsidiaries or any of its or their propertiesjurisdictions outside the United States in 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 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 or the issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, 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. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by by-laws (or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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, without limitation, the Credit Facility)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) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s execution, delivery delivery, and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by by-laws (or other 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 belowhereinafter defined) under, or result in the creation or imposition of any lien, charge 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 would not, individually or in the aggregate, result in a Material Adverse Change, and (iii) will not result in any violation of any statute, law, rule, administrative regulation, judgment, order or administrative or court decree applicable to the Company or any of its subsidiaries of subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court, court or other governmental or regulatory body, administrative authority or agency, governmental bodyis required for the Company’s execution, arbitrator delivery, and performance of this Agreement and consummation of the transactions contemplated hereby and by the Prospectus, except such as have been obtained or other authority having jurisdiction over made by the Company and are in full force and effect under the Securities Act, applicable state securities or any of its subsidiaries or any of its or their propertiesblue sky laws and from the 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 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 or the issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, 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. Neither the Company nor any of its subsidiaries Significant Subsidiaries is (i) in violation of its charter or by laws (or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of timetime or both, would bebe in default) 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 is a party or by which it or any of them may be bound (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”), ) or (iii) is 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 such subsidiary any of its subsidiaries or any of its or their properties, as applicable, except except, with respect to clause clauses (ii) and (iii)) only, for such Defaults or violations as would not, individually or in the aggregate, have aggregate result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation Default under the articles of the incorporation, charter or by by-laws (or other 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 Instrument, 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 properties or any of its subsidiaries or any of its or their properties, except with respect to clauses (ii) and (iii) above, such conflicts, breaches, Defaults, Debt Repayment Triggering Events, liens, charges, encumbrances, consents or violations that would not individually or in the aggregate result in a Material Adverse Change or materially adversely affect the Notes or the consummation of the 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 having jurisdiction over the Company or any of its subsidiaries or any of their properties is required for the Company’s execution, delivery and performance of this Agreement or consummation of the transactions contemplated hereby, 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 by applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”) and except as would not result in a Material Adverse Change or materially adversely affect the consummation of the transactions contemplated by this 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 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. 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 issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, 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. Neither the Company nor any of its subsidiaries is (i) in violation of its charter charter, by-laws, partnership agreement, operating agreement or by laws (or other applicable similar organizational document), (ii) documents and is not in default (or, with the giving of notice or lapse of time, would bebe in default) 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 may be its subsidiaries is bound (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”"), or (iii) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s 's execution, delivery and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by by-laws (or other applicable organizational document) of the Company or the partnership agreement, operating agreement or similar organizational documents of 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 Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court 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 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 subsidiariessubsidiary. 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 's and the Operating Partnership's execution, delivery and performance of this Agreement or the issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, 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 lawslaws and from the National Association of Securities Dealers, Inc. (the "NASD").

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 or by by-laws (or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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, without limitation, the Credit Facility)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) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange to the Company and its subsidiaries taken as a whole. The Company’s execution, delivery and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by by-laws (or other 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 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 to the Company and its subsidiaries taken as a whole and (iii) will not result in any material violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court 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 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 subsidiariessubsidiary. 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 issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, 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 lawslaws and from the Financial Industry Regulatory Authority (“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 or by by-laws (or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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, without limitation, the Credit Facility)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) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would notnot be reasonably expected to result, individually or in the aggregate, have in a Material Adverse EffectChange. The Company’s 's execution, delivery and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by by-laws (or other 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 and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court decree applicable to the Company or any subsidiary, except, with respect to each of its subsidiaries of clauses (i), (ii) and (iii) above, for such violations, conflicts, breaches, Defaults, liens, charges or encumbrances as would not be reasonably expected to result, individually or in the aggregate, in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court, court or other governmental or regulatory body, administrative authority or agency, governmental bodyis required for the Company's execution, arbitrator delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Prospectus, except such as have been obtained or other authority having jurisdiction over 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 National Association of Securities Dealers, Inc. (the "NASD") and except where the failure to make any of its subsidiaries such filing or to obtain any of its such authorization, approval, consent, license, order, registration qualification or their propertiesdecree would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Change. 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. 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 issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, 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. Neither the Company nor any of its subsidiaries Subsidiaries is (i) in violation of its charter or by by-laws (or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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 (including, without limitation, the Credit Facility)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”"), or (iii) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s 's execution, delivery and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby and by the Prospectus (i) have been duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by by-laws (or other applicable organizational document) 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 Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries of Subsidiary, except for such violations as would not, individually or in the aggregate, result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court, court or other governmental or regulatory body, administrative authority or agency, governmental bodyis required for the Company's execution, arbitrator delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Prospectus, except such as have been obtained or other authority having jurisdiction over made by the Company and are in full force and effect under the Securities Act, applicable state securities or any blue sky laws and from the National Association of its subsidiaries or any of its or their propertiesSecurities Dealers, Inc. (the "NASD"). As used herein, a “as "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. 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 issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, 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 lawsSubsidiaries.

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 or by by-laws (or other applicable organizational document), (ii) is in default (or, with the giving of notice or lapse of time, would bebe in default) 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, without limitation, the Credit Facility)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) is 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 such subsidiary or any of its properties, as applicable, except with respect to clause (ii) and (iii), for such Defaults or violations as would not, individually or in the aggregate, have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the issuance Agreement and delivery of the Shares and the consummation of the transactions contemplated hereby and thereby and by the Prospectus (i) prior to the delivery of the first Placement Notice will have been been, and thereafter will continue to be, duly authorized by all necessary corporate action (corporate or otherwise) and will not result in any violation of the provisions of the charter or by by-laws (or other 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 Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order administrative regulation or administrative or court 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 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 subsidiariessubsidiary. 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 issuance and delivery of the Shares, or the consummation of the transactions contemplated hereby and thereby and by the Prospectus, 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 lawslaws and from the Financial Industry Regulatory Authority (“FINRA”).