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. The Company is not in violation of its charter or by-laws or in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it is a party or by which it or it may be bound (including, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property or assets of the Company is subject (each, an “Existing Instrument”)), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws of the Company, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company 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 law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except the registration or qualification of the Units under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws by‑laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not reasonably be expected, individually or in the aggregate, result in to have a material adverse effect on the condition (financial or other), earnings, business, properties, operations or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares and the issuance and delivery of Conversion Shares and compliance by the Company with the terms and provisions thereof (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws by‑laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except, in the case of clause (ii), for such breaches or Defaults as could not be expected, individually or in the aggregate, to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and the Certificate of Designation and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification Company and are in full force and effect under the laws of the Units under State of Washington (with respect to the filing of the Certificate of Designation) or the Securities Act and such as may be required under applicable state securities or blue sky laws and from the or Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws bylaws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws bylaws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except for such conflicts, breaches or violations specified in subsections (ii) and (iii) above that could not reasonably be expected to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or FINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority 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 “FINRA”)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. The Neither the Company nor its Subsidiary is not in violation of its memorandum of association, articles of association, charter or by-laws laws, partnership agreement or operating agreement or similar organizational document, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, 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 it the Company or its Subsidiary is a party or by which it or it may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property or assets of the Company or its Subsidiary is subject subject, including any instrument of approval granted to the Company or its Subsidiary by the Israel Innovation Authority of the Israeli Ministry of Economy and Industry (the “IIA”) (each, an “Existing Instrument”)), except for such Defaults as would notcould not be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement and 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 Registration Statement and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum of association, articles of association, charter or by-laws laws, partnership agreement or operating agreement or similar organizational document of the CompanyCompany or its Subsidiary, as applicable; (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its Subsidiary pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would notcould not reasonably be expected to have, individually or in the aggregate, result in a Material Adverse Change Effect; and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or its Subsidiary, except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for for, or in connection with, the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement and the Prospectus, except (A) such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or the Financial Industry Regulatory Authority, Inc. (“FINRA”) and (B) the filing of certain notices with the Registrar of Companies of the State of Israel regarding the issuance of the Shares or the filing of certain information following each Settlement Date with the Authority for Investment and Development of Industry and the Economy of the State of Israel (formerly known as the Investment Center) of the Israeli Ministry of Economy and Industry (the “FINRAInvestment Center”)) and the IIA. 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 its Subsidiary.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter charter, memorandum of association or bybye-laws laws, as the case may be, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or bybye-laws 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 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case of clauses (ii) and (iii) as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or the Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its charter or by-laws or in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it is a party or by which it or it may be bound (including, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property or assets of the Company is subject (each, an “Existing Instrument”)), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws of the Company, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company 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 law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except the registration or qualification of the Common Stock, Units and Unit Warrants under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws bylaws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws bylaws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except for such conflicts, breaches or violations specified in subsection (ii) and (iii) above that could not reasonably be expected to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or the Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter articles of association or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not reasonably be expected, individually or in the aggregate, result in to have a material adverse effect on the condition (financial or other), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter articles of association or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 notcould not reasonably be expected, individually or in the aggregate, result in to have a Material Adverse Change Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany 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 and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or FINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority 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 “FINRA”)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. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 law, administrative regulation or administrative or court decree applicable to the CompanyCompany 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 and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state and foreign securities or blue sky laws and from or FINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority 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 “FINRA”)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. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or FINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority 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 “FINRA”)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. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany 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 and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or the Financial Industry Regulatory Authority (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not (i) None of the Main Street Entities are in violation of its charter or default under (i) their respective charter, by-laws laws, or in default any similar organizational document; (or, with the giving of notice or lapse of time, would be in defaultii) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument instrument, including any Portfolio Company Agreement to which it is they are a party or by which it or it may be bound (including, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property properties or assets of the Company is are subject (eachcollectively, an “Existing InstrumentAgreements and Instruments”)); and (iii) 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 them or any of their properties, as applicable, except with respect to clauses (ii) and (iii) herein, for such Defaults violations or defaults as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. No person has the right to act as an underwriter or as a financial advisor to the Company in connection with or by reason of the offer and sale of the Securities contemplated hereby other than the Underwriters pursuant to this Agreement. (ii) The Company’s execution, delivery and performance of this Agreement, the Indenture, the Securities, the DTC Agreement and the consummation of the transactions contemplated hereby herein and by in the Prospectus and the Disclosure Package (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Disclosure Package and the Prospectus (i) under the caption “Use of Proceeds”), and compliance by the Company with its obligations hereunder and thereunder, have been duly authorized by all necessary corporate action and do not and will not result in any violation not, whether with or without the giving of the provisions notice or passage of the charter time or by-laws of the Companyboth, (iii) will not conflict with or constitute a breach of, or Default default or Repayment Event (as defined herein) under, the Agreements and Instruments or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any Main Street Entity pursuant to the Company pursuant to, or require terms of the consent of any other party to, any Existing Instrument, Agreements and Instruments (except for to the extent that such conflicts, breaches, Defaults, liens, charges defaults or encumbrances as creations or impositions would not, individually or in the aggregate, result in be reasonably likely to have a Material Adverse Change and Effect), (ii) result in any violation of the provisions of the charter, or (iii) will not result in any violation of any law, administrative regulation regulation, or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for the Company’s execution, delivery and performance of this Agreement and by the Company in connection with the offering, issuance, sale or delivery of the Securities hereunder, or under the Indenture, the Securities or the consummation of the transactions contemplated hereby and by the Disclosure Package Prospectus and the ProspectusDisclosure Package, except the registration such as have already been obtained or qualification of the Units made under the Securities 1933 Act and the 1940 Act and such as may be required under any applicable state securities or blue sky laws and laws, from the Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”), or under the rules and regulations of the New York Stock Exchange (“NYSE”). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by a Main Street Entity, as applicable.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company Neither the Companies, the Guarantors nor any of their respective subsidiaries (i) is not in violation of its charter charter, certificate of formation, bylaws, limited partnership agreement or by-laws limited liability company agreement (or similar organizational documents), (ii) is in default (ordefault, and no event has occurred that, with the giving of notice or lapse of timetime or both, would be constitute a default, in default) (“Default”) under the due performance or observance of any term, covenant, condition or other obligation contained in any indenture, mortgage, deed of trust, loan or credit agreement, note, contract, franchise, lease 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, or (iii) is in violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it may be bound (includingor its property or assets or has failed to obtain any license, without limitationpermit, such agreements and contracts filed as exhibits certificate, franchise or other governmental authorization or permit necessary to the Registration Statement ownership of its property or to the conduct of its business, except in the case of clauses (ii) and (iii), to the extent any such conflict, breach, violation or default could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The execution and delivery of this Agreement did not, and the issue and sale of the Notes and the Guarantees, the execution, delivery and performance by the Companies and the Guarantors of the Notes, the Guarantees, and the Indenture, the performance by the Companies and the Guarantors of the Indenture, the application of the proceeds from the sale of the Notes as described under “Use of Proceeds” in each of the Disclosure Package and the Prospectus and the consummation of the transactions contemplated hereby and thereby, will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, impose any lien, charge or encumbrance upon any property or assets of the Companies, the Guarantors or their respective subsidiaries, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Companies, the Guarantors or any of their respective subsidiaries is a party or by which the Companies, the Guarantors or any of their respective subsidiaries is bound or to which any of the property or assets of the Company Companies, the Guarantors or any of their respective subsidiaries is subject subject, (each, an “Existing Instrument”)), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus (iii) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws (or similar organizational documents) of the CompanyCompanies, (ii) will not conflict with the Guarantors or constitute a breach ofany of their respective subsidiaries, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company 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 lawstatute or any judgment, administrative order, decree, rule or regulation of any court or administrative governmental agency or court decree applicable body having jurisdiction over the Companies, the Guarantors or any of their respective subsidiaries or any of their properties or assets, except, with respect to the Companyclauses (i) and (iii), conflicts or violations that would not reasonably be expected to have a Material Adverse Effect. No consent, approval, authorization or other order of, or filing, registration or filing qualification with, any court or other governmental agency or regulatory authority body having jurisdiction over the Companies, the Guarantors or agency, any of their respective subsidiaries or any of their properties or assets is required for the Company’s issue and sale of the Notes and the Guarantees, the execution, delivery and performance by the Companies and the Guarantors of the Notes, the Guarantees, the Indenture, and this Agreement Agreement, the application of the proceeds from the sale of the Notes as described under “Use of Proceeds” in each of the Disclosure Package and the Prospectus and the consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectusthereby, except the registration for such consents, approvals, authorizations, orders, filings, registrations or qualification of the Units qualifications as may be required under the Securities Act and applicable state securities or blue sky Blue Sky laws or with FINRA in connection with the purchase and from distribution of the Financial Industry Regulatory Authority (Notes by the “FINRA”)Underwriters, each of which has been obtained and is in full force and effect except for such consents, approvals, authorizations or orders that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except in the case of clauses (ii) and (iii) as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or the Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws by laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is subject (each, an “Existing Instrument”))are subject, except for such Defaults as would notcould not be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package issuance and sale of the Prospectus Shares will not contravene (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws by laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the CompanyCompany or any subsidiary, (ii) will not conflict with any agreement or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance other instrument binding upon any property or assets of the Company pursuant toor any of its subsidiaries that is material to the Company and its subsidiaries, or require the consent of any other party totaken as a whole, 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 law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries; except, in the case of clauses (ii) and (iii), as would not reasonably be expected to result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and hereby, except such as (i) have been obtained or made by the Disclosure Package Company and the Prospectus, except the registration or qualification of the Units are in full force and effect under the Securities Act and Act, (ii) as may be required under applicable state securities or blue sky laws or FINRA (as defined below) and from the Financial Industry Regulatory Authority (the “FINRA”)iii) if not obtained, have not or would not reasonably be expected to result in a Material Adverse Change.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter articles of association, partnership agreement or by-laws operating agreement or similar constitutional or organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby hereby, by the Deposit Agreement and by the Disclosure Package Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered ADSs (including the use of proceeds from the sale of the Offered ADSs as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter articles of association, partnership agreement or by-laws operating agreement or similar constitutional or organizational documents, as applicable, of the CompanyCompany or any of its subsidiaries (including but not limited to any change of control or other violation as a result of the Corporate Reorganization), (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 notnot be reasonably expected, individually or in the aggregate, result in to have a Material Adverse Change Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for for, or in connection with, the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby hereby, by the Deposit Agreement and by the Disclosure Package Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or FINRA or the Financial Industry Regulatory Authority NASDAQ. 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 “FINRA”)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. The Neither the Company nor any subsidiary is not in violation of or default under (i) its charter charter, articles or certificate of incorporation, by-laws laws, or in default similar organizational documents; (or, with the giving of notice or lapse of time, would be in defaultii) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument instrument, including any Portfolio Company Agreement, the Investment Advisory Agreement and the Administration Agreement, to which it the Company or any of its subsidiaries is a party or by which it or it may be bound (including, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property or assets of the Company or any of its subsidiaries is subject subject; or (eachiii) any statute, an “Existing Instrument”))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 for such Defaults violations or defaults as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement Agreement, the issuance and sale of the Notes, the compliance by the Company with all of the provisions of the Notes and the Indenture and consummation of the transactions contemplated hereby and thereby and by the Disclosure Package Registration Statement and the Prospectus (i) have been duly authorized by all necessary corporate action action, have been effected in accordance with the 1940 Act and will not result in any violation of the provisions of the charter charter, articles or certificate of incorporation or by-laws of the CompanyCompany or similar organizational documents of any subsidiary, (ii) will not conflict with or constitute a breach of, or Default default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrumentexisting instrument, except for such conflicts, breaches, Defaultsdefaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and Effect, (iii) will not result in any material respect in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any subsidiary and (iv) will not affect the validity of the Notes or the legal authority of the Company to comply with the Notes, the Indenture or this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement Agreement, the compliance by the Company with all of the provisions of the Notes and the Indenture or consummation of the transactions contemplated hereby and thereby and by the Disclosure Package Registration Statement and the Prospectus, except the registration such as have already been obtained or qualification of the Units made under the Securities 1933 Act, the 1940 Act, the Trust Indenture Act and such as may be required under any applicable state securities or blue sky laws and or from the Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not reasonably be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The CompanyCompany and the Operating Partnership’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Registration Statement, the Pricing Disclosure Package and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action or limited partnership action, as applicable, and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except, with respect to clauses (ii) and (iii), for such violations, conflicts, breaches, Defaults or Debt Repayment Triggering Events 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 or other governmental or regulatory authority or agency, is required for the CompanyCompany and the Operating Partnership’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the registration or qualification of Company and the Units Operating Partnership and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or the Financial Industry Regulatory Authority FINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the “FINRA”)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. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws by‑laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Primary Offered Shares (including the use of proceeds from the sale of the Primary Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws by‑laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the CompanyCompany 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 conflictswhich consent has not been obtained by the Company, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree Law applicable to the CompanyCompany or any of its subsidiaries (including, without limitation, those promulgated by the United States Food and Drug Administration (the “FDA”) or by any Governmental Authority (as defined herein) performing functions similar to those performed by the FDA), except in the case of clauses (ii) and (iii) for such conflicts, breaches, Defaults, liens, charges, encumbrances or violations that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, Governmental Authority is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or the Financial Industry Regulatory Authority (the “FINRA”).. As used herein, a “Debt

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not reasonably be expected, individually or in the aggregate, result in to have a material adverse effect on the condition (financial or other), earnings, business, properties, operations or prospects of the Company and its subsidiaries, considered as one entity, (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except, with respect to clauses (ii) and (iii), for such violations, conflicts, breaches, Defaults or Debt Repayment Triggering Events 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 or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except the registration or qualification of the Units under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”).and

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not None of the Main Street Entities are in violation of its charter or default under (i) their respective charter, by-laws laws, or in default any similar organizational document; (or, with the giving of notice or lapse of time, would be in defaultii) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument instrument, and any supplements or amendments thereto and including any Portfolio Company Agreement to which it is they are a party or by which it or it may be bound (including, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property properties or assets are subject; and (iii) any statute, law, rule, regulation, judgment, order or decree of the Company is subject (eachany court, an “Existing Instrument”))regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over them or any of their properties, as applicable, except with respect to clauses (ii) and (iii) herein, for such Defaults violations or defaults as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. No person has the right to act as an underwriter or as a financial advisor to the Company in connection with or by reason of the offer and sale of the Shares contemplated hereby. The Company’s execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby and by the Prospectus and the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action action, have been effected in accordance with Section 23(b) of the 1940 Act (subject to the provisions applicable to BDCs under, and pursuant to Section 63 of the 0000 Xxx) and will not result in any violation of the provisions of the charter or by-laws bylaws of the Company, (ii) will not conflict with or constitute a breach of, or Default default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrumentexisting instrument, except for such conflicts, breaches, Defaultsdefaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and by the Company or consummation of the transactions contemplated hereby and by the Disclosure Package Prospectus and the ProspectusDisclosure Package, except the registration such as have already been obtained or qualification of the Units made under the Securities 1933 Act and the 1940 Act and such as may be required under any applicable state securities or blue sky laws and laws, from the Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”) or under the rules and regulations of the New York Stock Exchange (“NYSE”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its Subsidiaries is not in violation of its charter or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, license agreement, lease 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 it the Company or any of its Subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property or assets of the Company or any of its Subsidiaries is subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws of the CompanyCompany or any Subsidiary, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to, or require the consent of any other party to, any 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any Subsidiary, except for such conflicts, breaches, Defaults, liens, charges, encumbrances or violations specified in subsections (ii) and (iii) above that would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter articles of association or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby hereby, by the Deposit Agreement and by the Disclosure Package Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered ADSs (including the use of proceeds from the sale of the Offered ADSs as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter articles of association or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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, not reasonably be expected to result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except as would not reasonably be expected to result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby hereby, by the Deposit Agreement and by the Disclosure Package Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or the Financial Industry Regulatory Authority (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its respective charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except for such conflicts, breaches, Defaults, liens, charges, encumbrances or violations specified in subsections (ii) and (iii) above that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or FINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority 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 “FINRA”)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. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws by‑laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Registration Statement, the Pricing Disclosure Package and 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 Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws by‑laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 notcould not be expected, individually or in the aggregate, to result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany 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 and consummation of the transactions contemplated hereby and by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or FINRA (as defined below). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority 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 “FINRA”)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. The Company Neither the Adviser nor the Administrator nor any of their respective subsidiaries is not in violation of its their charter or certificate of formation or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) Default under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument Existing Instrument to which it the Adviser or the Administrator or their respective subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is subject (each, an “Existing Instrument”))are subject, except for such Defaults as would notcould not reasonably be expected, individually or in the aggregate, result in a to have an Adviser Material Adverse ChangeEffect or Administrator Adverse Material Effect, as applicable. The CompanyAdviser’s and the Administrator’s execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement, the consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus (i) have been duly authorized by all necessary corporate or limited liability company action and will not result in any violation of the provisions of the charter or certificate of formation or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, Adviser or the Administrator or their respective subsidiaries (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Adviser or the Administrator or any of their respective subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyAdviser or the Administrator or any of their respective subsidiaries. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the CompanyAdviser’s and the Administrator’s execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration Adviser or qualification of the Units Administrator and are in full force and effect under the Securities Act, the Exchange Act, the Advisers Act and the 1940 Act and such as may be required under applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “or FINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of association, charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would could not, individually or in the aggregate, result in reasonably be expected to have a material adverse effect on the condition (financial or other), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance of the Offered Shares (including the use of proceeds from the issue of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association, charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the CompanyCompany 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, Defaults or Debt Repayment Triggering Events or liens, charges or encumbrances as would that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change Effect, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except for such violations as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from the or Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”).. As used

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the CompanyCompany 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries; except for such conflicts, breaches, Defaults or Debt Repayment Triggering Events or liens, charges, encumbrances or violations specified in subsection (ii) and (iii) above that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or FINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority 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 “FINRA”)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. The Neither the Company nor any of its Subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its Subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its Subsidiaries, except in the case of clauses (ii) and (iii) above, that would not, individually or in the aggregate, be expected to result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from the or Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notreasonably not be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, or similar organizational documents, as applicable, of the CompanyCompany or any subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would notcould reasonably not be expected, individually or in the aggregate, result in to have a Material Adverse Change Effect, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany 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 and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or the Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its articles of association, charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement and 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 Registration Statement and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association, charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would notcould not be expected, individually or in the aggregate, to result in a Material Adverse Change Change, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany 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 and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or FINRA (defined below). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority 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 “FINRA”)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. The Neither the Company nor any of its subsidiaries is not in violation of its charter charter, memorandum of association or bybye-laws laws, as the case may be, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement and the Prospectus and the issuance and sale of the Placement Shares (including the use of proceeds from the sale of the Placement Shares as described in the Registration Statement and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or bybye-laws 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 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case of clauses (ii) and (iii) as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or the Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and the Pre-Funded Warrants, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) and the Warrant Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 notcould not be expected, individually or in the aggregate, result in to have a Material Adverse Change Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except as could not be expected, individually or in the aggregate, to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and the Pre-Funded Warrants and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or the Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws bylaws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement and 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 Registration Statement and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws bylaws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 notcould not be expected, individually or in the aggregate, result in to have a Material Adverse Change Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except as could not be expected, individually or in the aggregate, to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or the Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws or similar organizational documents, as applicable, of the Company, 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except for such conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or the Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter articles of association or by-laws similar organizational documents, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot be reasonably expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter articles of association or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except as to clause (ii) and (iii) above as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for for, or in connection with, the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or FINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority 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 “FINRA”)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. The Company Neither the Issuer nor any of the Issuer’s Significant Subsidiaries is not (i) in violation of its charter or by-laws or in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under its charter or by-laws, or (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which it the Issuer or any of its subsidiaries is a party or by which it or it any of them may be bound (including, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property or assets of the Company Issuer or any of its subsidiaries is subject (each, an “Existing Instrument”)), except except, with respect to clause (ii) only, for such Defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement the Transaction Documents by the Issuer, and the issuance and delivery of the Notes, and consummation of the transactions contemplated hereby and thereby, by the Registration Statement, the General Disclosure Package and by the Prospectus (iA) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of Default under the charter or by-laws of the CompanyIssuer or any Significant Subsidiary of the Issuer, (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 Issuer or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing InstrumentInstrument and (C) will not result in any violation of any statute, except law, rule, regulation, judgment, order or decree applicable to the Issuer or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Issuer or any of its subsidiaries or any of its or their properties, except, with respect to clauses (B) and (C) only, for such conflicts, breaches, Defaults, Debt Repayment Triggering Events, liens, charges charges, encumbrances, consents or encumbrances violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except the registration or qualification of the Units under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”)Change.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company None of the Issuer nor any of the subsidiaries of the Issuer is not in violation of its charter or by-laws or other similar constitutive documents, except, in the case of subsidiaries of the Issuer, for such violations as would not, individually or in the aggregate, result in a Material Adverse Change. None of Prologis, the Issuer nor any of the subsidiaries of the Issuer is in default (or, with the giving of notice or lapse of timetime or both, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it Prologis, the Issuer or any of the subsidiaries of the Issuer is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property or assets of Prologis, the Company Issuer or any of the subsidiaries of the Issuer is subject (each, an “Existing Instrument”)), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The CompanyIssuer’s execution, delivery and performance of this Agreement and the Indenture, and the respective execution, issuance and delivery of the Securities, the consummation of the transactions contemplated hereby hereby, by the Indenture and by the Disclosure Package Package, the Prospectus and the Prospectus Canadian Offering Memorandum (i) have been duly authorized by all necessary corporate action or other action, as the case may be, and will not result in any violation of the provisions of the charter or by-laws or other similar constitutive documents of the CompanyIssuer or any of the subsidiaries of the Issuer, except, in the case of subsidiaries of the Issuer that are not Significant Subsidiaries, for such violations as would not, individually or in the aggregate, materially adversely affect the Issuer’s ability to consummate the transactions contemplated by this Agreement or the Indenture, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Issuer or any of the subsidiaries of the Issuer pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the Issuer’s ability to consummate the transactions contemplated by this Agreement or the Indenture and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyIssuer or any of the subsidiaries of the Issuer, except for such violation as would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the Issuer’s ability to consummate the transactions contemplated by this Agreement or the Indenture. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the CompanyIssuer’s execution, delivery and performance of this Agreement or the Indenture, or the execution, issuance and delivery of the Securities or the consummation of the transactions contemplated hereby or thereby and by the Disclosure Package Package, the Prospectus and the ProspectusCanadian Offering Memorandum, except such as have been obtained or made by the registration or qualification of the Units Issuer and are in full force and effect under the Securities Act, the Trust Indenture Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”) or the failure of which to obtain would not have a material adverse effect on the consummation of the transactions contemplated by this Agreement or the Indenture and except as may be required under applicable Canadian Securities Laws in connection with the purchase and resale of the Securities and the filing of a report of exempt distribution under National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) with payment of applicable filing fees to, and if applicable, delivery of the Canadian Offering Memorandum with (as applicable), the securities regulatory authority in each jurisdiction of Canada in which sales of the Securities are made and such delivery is required.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not reasonably be expected, individually or in the aggregate, result in to have a material adverse effect on the condition (financial or other), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement and 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 Registration Statement and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, Default, Debt Repayment Triggering Event, lien, charge or encumbrance that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state or foreign securities or blue sky laws and from or FINRA (as defined below). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority 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 “FINRA”)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. The Company Corporation is not in violation of its charter articles or by-laws or laws, and is not in default (ornor would it be, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, guarantee, contract, franchise, lease or other instrument to which it the Corporation is a party or by which it or it may be is bound (including, without limitation, such agreements and contracts filed as exhibits any credit agreement, guarantee, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Registration Statement Corporation, if any), or to which any of the property or assets of the Company Corporation is subject (each, an “Existing Instrument”)), except for such Defaults as would notnot be reasonably expected to, individually or in the aggregate, result in a Material Adverse ChangeEffect. The CompanyCorporation’s execution, delivery and performance of this Agreement and the Indenture, the consummation of the transactions contemplated hereby and thereby and by the Disclosure Package Prospectus and the Prospectus issuance and sale of the Debentures (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter constating documents or the by-laws of the CompanyCorporation, (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 Corporation pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument except for such conflicts, breaches, Defaults, liens, charges Defaults or encumbrances a Debt Repayment Triggering Event as would notnot be reasonably expected to, individually or in the aggregate, result in a Material Adverse Change Effect and (iii) will not result in any material violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCorporation. 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 CompanyCorporation’s execution, delivery and performance of this Agreement Agreement, the Indenture and the consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except such as have been obtained or made or, as contemplated by this Agreement, will be obtained or made, by the registration Corporation and are in full force and effect. As used herein, a “Debt Repayment Triggering Event” means any event or qualification condition which gives, or with the giving of notice or lapse of time would give, the Units under holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the Securities Act and applicable state securities right to require the repurchase, redemption or blue sky laws and from repayment of all or a portion of such indebtedness by the Financial Industry Regulatory Authority (the “FINRA”)Corporation.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, articles of association, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, approval, 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) which is filed as an exhibit to the Company’s reports required under the Exchange Act and to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets are subject, including (A) any instrument of approval granted to it by the Israel Innovation Authority of the Company is subject Israeli Ministry of Economy and Industry or (B) any instrument of approval granted to any of them by the Authority for Investment and Development of Industry and the Economy of the Israeli Ministry of Economy and Industry (each, an “Existing Instrument”)), except for such Defaults as would notcould not be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, the Warrant Agent Agreement (as hereinafter defined), the Warrants and the Option Warrants, consummation of the transactions contemplated hereby and thereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Securities (i) have been been, or will be, duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, articles of association, partnership agreement or operating agreement or similar organizational documents, as applicable, of the CompanyCompany 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except, in the case of clauses (ii) and (iii), for any such conflict, breach or violation, Default, Debt Repayment Triggering Event, lien, charge or encumbrance that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, foreign or domestic, is required for the Company’s execution, delivery and performance of this Agreement Agreement, the Warrant Agent Agreement, the Warrants and the Option Warrants and consummation of the transactions contemplated hereby and thereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and Act, such as may be required under applicable U.S. state securities or blue sky laws and from or the Financial Industry Regulatory Authority FINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the “FINRA”)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. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws or similar organizational documents, as applicable, of the Company, 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany 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 and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or FINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority 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 “FINRA”)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. The Neither the Company nor any of its subsidiaries is not in violation of its charter or charter, by-laws laws, partnership agreement, operating agreement or similar organizational documents and nor is any of them in default (or, with the giving of notice or lapse of time, none of them would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other agreement or instrument to which it the Company or any of its subsidiaries is a party or by which it the Company or it may be any of its subsidiaries is bound (including, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”)), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws of the CompanyCompany or the charter, by-laws, partnership agreement, operating agreement or similar organizational documents of any subsidiary, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any 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 Effect and (iii) will not result in any violation of any applicable law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any subsidiary, except for such violation as would not, individually or in the aggregate, result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except such as (i) have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act Act, and (ii) may be required by applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (the “FINRANASD”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not be reasonably expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except, in the case of (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or FINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority 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 “FINRA”)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. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except in the case of clauses (ii) and (iii) as would not be expected, individually or in the aggregate, to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or applicable rules, regulations and from interpretations of the Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Securities, and upon exercise of the Pre-funded Warrants, the issuance of the Warrant Shares(including the use of proceeds from the sale of the Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the CompanyCompany 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except for such conflicts, breaches, Defaults, liens, charges, encumbrances or violations specified in subsections (ii) and (iii) above that would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or the Financial Industry Regulatory Authority (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a material adverse effect on the condition (financial or other), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement Agreement, and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus Prospectus, including the issuance and sale of the Offered Shares, (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except for such conflicts, breaches or violations specified in subsection (ii) and (iii) above that would not reasonably be expected to result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or the Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement and 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 Registration Statement and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with the terms and provisions thereof (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the CompanyCompany 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except the registration or qualification of the Units under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”).or

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the CompanyCompany 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except for such conflicts, breaches, Defaults, Debt Repayment Triggering Events, liens, charges, encumbrances or violations specified in subsections (ii) and (iii) above that would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from the or Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”)) or Nasdaq. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“"Default”") under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (including, without limitation, such agreements and contracts filed the Company's revolving credit facility, dated as exhibits to the Registration Statement of March 5, 2003), 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, result in a Material Adverse Change. The Company’s 's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws of the CompanyCompany 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 law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any subsidiary. 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 's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (the “FINRA”"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.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter articles of association or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and the Transaction Documents, consummation of the transactions contemplated hereby hereby, by the Deposit Agreement and by the Disclosure Package Registration Statement and the Prospectus, the issuance and sale of the Securities (including the use of proceeds from the sale of the Units as described in the Registration Statement and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter articles of association or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the CompanyCompany 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 law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for for, or in connection with, the Company’s execution, delivery and performance of this Agreement the Transaction Documents and consummation of the transactions contemplated hereby hereby, by the Deposit Agreement and by the Disclosure Package Registration Statement and the Prospectus, except for the registration or qualification publication by Euronext of a notice (avis) with respect to the listing of the Units Shares and such as have been obtained or made by the Company and are in full force and effect under the Securities 1933 Act and such as may be required under applicable state securities or blue sky laws and from or the Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”)) or Nasdaq. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its charter or by-laws or and is not in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it the Company is a party or by which it or it may be bound (including, without limitation, such agreements and contracts filed as exhibits any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Registration Statement Company), or to which any of the property or assets of the Company is subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the General Disclosure Package and the Prospectus issuance and sale of the Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws of the Company, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument, except for consents that have been validly obtained and except for such conflicts, breaches, DefaultsDefaults or results, liensor failure to obtain such consent, charges or encumbrances as would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change Change, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except for such violations as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the General Disclosure Package and the ProspectusPackage, except such as have been obtained or made or will be made by the registration or qualification of the Units Company under the Securities Act and 1933 Act, or that may be required under applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a material adverse effect on the condition (financial or other), earnings, business, properties, operations or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the CompanyCompany 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany 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 and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from the or Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or, except as disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus, is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not be expected, individually or in the aggregate, result in to have a material adverse effect on the condition (financial or other), earnings, business, properties, operations or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the CompanyCompany 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except, in the case of clause (ii) , for such breaches or Defaults as could not be expected, individually or in the aggregate, to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or FINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority 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 “FINRA”)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. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and the Transaction Documents, consummation of the transactions contemplated hereby by the Transaction Documents and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) and the issuance and delivery of the Conversion Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws or similar organizational documents, as applicable, of the Company, 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except for such conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement the Transaction Documents, issuance of the Offered Securities (including the issuance of the Conversion Shares upon conversion thereof) and consummation of the transactions contemplated hereby by the Transaction Documents and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration Company and are or qualification will be in full force and effect under the laws of the Units under State of Delaware (with respect to the filing of the Certificate of Designation) and the Securities Act and such as may be required under applicable state securities or blue sky laws and from or the Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except in the case of clause (ii) and (iii) as would not be expected, individually or in the aggregate, to result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or applicable rules, regulations and from interpretations of the Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not (i) in violation of its charter or by-laws or in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under its articles of association, memorandum of association, charter or by-laws or other similar organizational documents, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which it the Company or such subsidiary is a party or by which it or it may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable, (iv) in violation of any condition or requirement stipulated by (A) the instruments of approval granted to it by any Israeli authority with respect to the “approved enterprise” status of any of its operations or (B) Israeli laws and regulations relating to such “approved enterprise” status or any other tax benefits received by the Company as set forth in the caption “Law for the Encouragement of Capital Investments, 1959” in the Registration Statement, the Disclosure Package and the Prospectus, or (v) in violation of the conditions or requirements stipulated by the instruments of approval granted to it by the Office of the Chief Scientist in the Israeli Ministry of Industry, Trade and Labor with respect to the aggregate research and development grants given to the Company over the years by such office except with respect to clauses (ii), except (iv), (iii) and (v) only, for such Defaults as would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse ChangeEffect. The Company has not received any notice of proceedings or investigations relating to the revocation or modification of any “approved enterprise” status granted with respect to any of the Company’s operations. All information supplied by the Company with respect to the applications relating to such “approved enterprise” status was true, correct and complete in all material respects when supplied to the appropriate authorities. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation Default under the articles of the provisions association, memorandum of the association, charter or by-laws or other similar organizational documents of the CompanyCompany or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any 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, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except with respect to clause (ii) only, for such Defaults as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and hereby, by the Disclosure Package and by the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”)) and except for filings with (i) the Israeli Securities Authority of all documents filed by the Company with the Commission in connection with the registration and offering of the Shares, (ii) the Tel Aviv Stock Exchange of an application for the listing of the Shares, (iii) the Office of the Chief Scientist in the Israeli Ministry of Industry, Trade and Labor of a notice regarding the issuance and sale of the Shares hereunder, and (iv) the Israeli Registrar of Companies of certain reports following the Closing Date. Assuming the offering of the Shares in Israel is conducted in compliance with an applicable exemption under the Israeli securities laws, the Company is not required to publish a prospectus with respect to the sale of Shares hereunder in the State of Israel under the laws of the State of Israel. The offering, sale and distribution of the Shares by the Company in Israel has been conducted by the Company in compliance with an applicable exemption from the requirement to file a prospectus under the laws of the State of Israel.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not (i) None of the Main Street Entities are in violation of its charter or default under (i) their respective charter, by-laws laws, or in default any similar organizational document; (or, with the giving of notice or lapse of time, would be in defaultii) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument instrument, including any Portfolio Company Agreement to which it is they are a party or by which it or it may be bound (including, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property properties or assets of the Company is are subject (eachcollectively, an “Existing InstrumentAgreements and Instruments”)); and (iii) 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 them or any of their properties, as applicable, except with respect to clauses (ii) and (iii) herein, for such Defaults violations or defaults as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. No person has the right to act as an underwriter or as a financial advisor to the Company in connection with or by reason of the offer and sale of the Securities contemplated hereby other than the Underwriters pursuant to this Agreement. ​ (ii) The Company’s execution, delivery and performance of this Agreement, the Indenture, the Securities, the DTC Agreement and the consummation of the transactions contemplated hereby herein and by in the Prospectus and the Disclosure Package (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Disclosure Package and the Prospectus (i) under the caption “Use of Proceeds”), and compliance by the Company with its obligations hereunder and thereunder, have been duly authorized by all necessary corporate action and do not and will not result in any violation not, whether with or without the giving of the provisions notice or passage of the charter time or by-laws of the Companyboth, (iii) will not conflict with or constitute a breach of, or Default default or Repayment Event (as defined herein) under, the Agreements and Instruments or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any Main Street Entity pursuant to the Company pursuant to, or require terms of the consent of any other party to, any Existing Instrument, Agreements and Instruments (except for to the extent that such conflicts, breaches, Defaults, liens, charges defaults or encumbrances as creations or impositions would not, individually or in the aggregate, result in be reasonably likely to have a Material Adverse Change and Effect), (ii) result in any violation of the provisions of the charter, or (iii) will not result in any violation of any law, administrative regulation regulation, or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or ​ regulatory authority or agency, agency is required for the Company’s execution, delivery and performance of this Agreement and by the Company in connection with the offering, issuance, sale or delivery of the Securities hereunder, or under the Indenture, the Securities or the consummation of the transactions contemplated hereby and by the Disclosure Package Prospectus and the ProspectusDisclosure Package, except the registration such as have already been obtained or qualification of the Units made under the Securities 1933 Act and the 1940 Act and such as may be required under any applicable state securities or blue sky laws and laws, from the Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”)., or under the rules and regulations of the New York Stock Exchange (“NYSE”). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by a Main Street Entity, as applicable. ​ (iii) The Base Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (B) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. ​ (iv) The Fifth Supplemental Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (B) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. ​ (v) The DTC Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (B) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. ​

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such conflicts, breaches, Defaults, Debt Repayment Triggering Event, liens, charges, encumbrances or violations specified in clauses (ii) and (iii) as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. To the Company. No ’s knowledge, no consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or the Financial Industry Regulatory Authority (the “FINRA”)) As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the CompanyCompany 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 notcould not reasonably be expected, individually or in the aggregate, result in to have a Material Adverse Change Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany 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 and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or FINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority 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 “FINRA”)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. The Company None of the Company, the Guarantor or any of the Guarantor’s Significant Subsidiaries is not (i) in violation of its charter or by-laws or in default (or, with the giving of notice or lapse of timetime or both, would be in default) (“Default”) under its articles of incorporation, charter or by-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which it the Company or the Guarantor or any of the Guarantor’s subsidiaries is a party or by which it or it any of them may be bound (including, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property or assets of the Company or the Guarantor or any of the Guarantor’s subsidiaries is subject (each, an “Existing Instrument”))) or (iii) in violation of any statute, except 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 the Guarantor or any of the Guarantor’s subsidiaries or any of their properties, as applicable, except, with respect to clauses (ii) and (iii) only, for such Defaults or violations as would not, individually or in the aggregate, result in aggregate have a Material Adverse ChangeEffect. The Each of the Company’s and the Guarantor’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation Default under the articles of the provisions of the incorporation, charter or by-laws of the Company, the Guarantor or any of the Guarantor’s 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 the Guarantor or any of the Guarantor’s Significant Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except the registration or qualification of the Units under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”).the

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) and the Warrant Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the CompanyCompany or any of its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges Defaults or encumbrances a Debt Repayment Triggering Event as would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change Change, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except for such violations as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or FINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority 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 “FINRA”)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. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except, in cases of (ii) and (iii) above, as could not be expected, individually or in the aggregate, to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except the registration or qualification of the Units under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”).or

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its their respective charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and the Pre-Funded Warrants, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities and the Warrant Shares (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the CompanyCompany 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except, in the case of (ii) above, as could not be expected, individually or in the aggregate, to result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and the Pre-Funded Warrants and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or by the Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter constitution, articles of association or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby hereby, by the Deposit Agreement and by the Disclosure Package Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered ADSs (including the use of proceeds from the sale of the Offered ADSs as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter constitution, articles of association or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby hereby, by the Deposit Agreement and by the Disclosure Package Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or the Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor RGF LLC is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or RGF LLC is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Each of the Company’s and RGF LLC’s execution, delivery and performance of this Agreement and the other Transaction Documents, consummation of the transactions contemplated hereby and by the Disclosure Package other Transaction Documents and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, operating agreement or similar organizational documents, as applicable, of the Company, Company or RGF LLC (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 RGF LLC 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 law, administrative regulation or administrative or court decree applicable to the CompanyCompany or RGF LLC. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s or RGF LLC’s execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and/or RGF LLC and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from laws, or the rules of the Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or RGF LLC.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational document, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (including, without limitation, such agreements and contracts filed as exhibits any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Registration Statement Company or any of its subsidiaries), or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”)), except for such violations (in the case of subsidiaries) or Defaults as would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws or similar organizational document of the CompanyCompany or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary, including, without limitation, those governing the purchase of consumer-purpose retail installment sale contracts secured by personal property (including motor vehicles), the origination of consumer-purpose direct installment loans secured by personal property or the purchase or origination of ancillary insurance products, including credit life insurance, credit accident and health insurance, involuntary unemployment insurance, collateral protection insurance, property insurance and auto club memberships (collectively, the “Industry Laws”), except, (x) in the case of clauses (ii) or (iii) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (y) in the case of clause (i) above, solely with respect to the Company’s subsidiaries that are not Significant Subsidiaries, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, under the Industry Laws or otherwise, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the each Applicable Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect and such as may be required under the Securities Act, the Securities Exchange Act and of 1934, as amended (the “Exchange Act”), applicable state securities or blue sky laws and from FINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority 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 “FINRA”)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. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except the registration or qualification of the Units under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”).or

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“"Default”") under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (including, without limitation, such agreements the Company's Amended and contracts filed Restated Credit Facility Agreement, dated as exhibits to the Registration Statement of April 27, 1999, with a group of banks led by Dresdner Bank Lateinamerika AG), 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, result in a Material Adverse Change. The Company’s 's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws of the CompanyCompany or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any 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 law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any subsidiary, except such 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 or other governmental or regulatory authority or agency, is required for the Company’s 's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”)laws.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement and 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 Registration Statement and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the CompanyCompany or any of its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, Default or Debt Repayment Triggering Events or liens, charges or encumbrances as that would not, individually singly or in the aggregate, result in a Material Adverse Change Change, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except for such violations as would not be expected, individually or in the aggregate, to result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or the Financial Industry Regulatory Authority Authority, Inc (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except the registration or qualification of the Units under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”).require

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, contractlease, franchiselicense agreement, lease contract 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 it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not reasonably be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 could not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Change Effect, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany 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 and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except (A) such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRA and from the Financial Industry Regulatory Authority (the “FINRA”).B) such as have been

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not be expected, individually or in the aggregate, result in to have a material adverse effect on the condition (financial or other), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse ChangeEffect”) or as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except, in case of each of clauses (ii) and (iii) (but only in respect of laws other than federal securities laws and of administrative regulations or administrative or court decrees other than under federal securities laws) above, for any such conflict, breach, violation, Default, lien, charge or encumbrance that could not be expected, individually or in the aggregate, to result in a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or the Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except, in the case of clause (ii), where such breaches, Defaults, results or violations as could not be expected, individually or in the aggregate, to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or the Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws bylaws, or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults in Existing Instruments as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Securities (including the use of proceeds from the sale of the Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws bylaws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the CompanyCompany 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or the Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby hereby, by the Deposit Agreement and by the Disclosure Package Registration Statement, the ADS Registration Statements, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered ADSs (including the use of proceeds from the sale of the Offered ADSs as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby hereby, by the Deposit Agreement and by the Disclosure Package Registration Statement, the ADS Registration Statements, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or the Financial Industry Regulatory Authority (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“"Default”") under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property or assets of the Company or any of its subsidiaries is subject subject, including this Agreement, the Registration Rights Agreement, the DTC Agreement, the Indenture, the WHX Purchase Agreement, the Revolving Credit Facility (each, each such foregoing document being referred to as an “"Existing Instrument”)"), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. On the Closing Date, neither the Company nor any of its subsidiaries will be in Default under the Registration Rights Agreement, the DTC Agreement, the Indenture, the WHX Purchase Agreement or the Revolving Credit Facility or the Indenture. The Company’s 's and each Guarantor's execution, delivery and performance of this Agreement Agreement, the Registration Rights Agreement, the DTC Agreement, the Indenture, the WHX Purchase Agreement, the Revolving Credit Facility and any other agreements or documents relating to any of the foregoing, and the issuance and delivery of the Securities or the Exchange Securities, and the consummation of the transactions contemplated hereby and thereby and by the Disclosure Package and the Prospectus Offering Memorandum: (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws of the Company, 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 Change; and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree (including, without limitation, any Gaming Law, as such term is defined below) applicable to the CompanyCompany or any subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, including, without limitation, any Gaming Authority (as defined in clause 1(t) below) is required for the Company’s 's or each Guarantor's execution, delivery and performance of this Agreement Agreement, the Registration Rights Agreement, the DTC Agreement, the Indenture, the WHX Purchase Agreement, the Revolving Credit Facility and any other agreements or documents relating to any of the foregoing, or the issuance and delivery of the Securities or the Exchange Securities, or the consummation of the transactions contemplated hereby and thereby and by the Disclosure Package and the ProspectusOffering Memorandum, except such as have been obtained or made by the registration Company or qualification of the Units Guarantors and are in full force and effect under the Securities Act and Act, applicable state securities securities, Gaming Laws, or blue sky laws and from except such as may be required by federal and state securities laws with respect to the Financial Industry Regulatory Authority Company's or each Guarantor's obligations 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 “FINRA”)right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries, and "Gaming Law" means the racing and gaming laws of any jurisdiction or jurisdictions to which the Company, any of its Subsidiaries or any of the Guarantors is, or may at any time after the date of this Agreement, be subject.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not (i) in violation of its charter or by-laws or in default (or, with the giving of notice or lapse of timetime or both, would be in default) (“Default”) under its charter, bylaws or similar organizational documents, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement or instrument to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (including, without limitation, such agreements the Existing Indenture and contracts filed the Company’s Senior Credit Agreement (the “Senior Credit Agreement”), dated as exhibits to of September 13, 2011, among the Registration Statement Company, certain of the Company’s subsidiaries, the lenders listed therein, BOKF, NA, DBA Bank of Oklahoma, as administrative agent and with Compass Bank as joint-lead arrangers, joint bookrunners and co-syndication agents, and Bank of America, N.A. and Bank of Montreal as co-documentation agents), or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”)), except or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its properties, except, with respect to clause (ii) only, for such Defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement the Transaction Documents by the Company and the Guarantors party thereto, and the issuance and delivery of the Securities and the Exchange Securities, and consummation of the transactions contemplated hereby and thereby and by the Disclosure Package and the Prospectus Offering Memorandum (i) have been duly authorized by all necessary corporate (or similar) action and will not result in any violation of the provisions of Default under the charter or by-laws bylaws or similar organizational document of the CompanyCompany or any of its subsidiaries, (ii) will not conflict with or constitute a breach of, Default or Default 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, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company. No consentCompany or any of its subsidiaries of any court, approvalregulatory body, authorization administrative agency, governmental body, arbitrator or other order of, authority having jurisdiction over the Company or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except the registration or qualification of the Units under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”).its sub-

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter articles of association or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter articles of association or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and Act, such as may be required under applicable state securities or blue sky laws and from or the Financial Industry Regulatory Authority (the “FINRA”)) and filings with, notices to or approvals from the applicable gaming authorities, which have been made or obtained or will be obtained at or prior to the Closing Date. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would not, individually or in the aggregate, result in reasonably be expected to have a material adverse effect on the condition (financial or other), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 reasonably be expected to have a Material Adverse Change Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany 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 and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or FINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority 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 “FINRA”)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. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws by‑laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the sale of the Offered Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws by‑laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the CompanyCompany or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany 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 and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from the or Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not be reasonably expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except the registration or qualification of the Units under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”).to

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a material adverse effect on the condition (financial or other), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the sale of the Offered Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 notcould not be expected, individually or in the aggregate, result in to have a Material Adverse Change Effect, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany 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 and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or FINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority 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 “FINRA”)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. The Neither the Company nor any of its Subsidiaries is not in violation of its charter articles of association or by-laws operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its Subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot be expected, individually or in the aggregate, result in to have a material adverse effect on the condition (financial or other), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its Subsidiaries, considered as one entity (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement and the Prospectus and the issuance and sale of the Placement Shares (including the use of proceeds from the sale of the Placement Shares as described in the Registration Statement and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter articles of association or by-laws operating agreement or similar organizational documents, as applicable, of the Company, 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its Subsidiaries except, as to clauses (ii) and (iii), as would not be expected, individually or in the aggregate, to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from laws, the Financial Industry Regulatory Authority (the “FINRA”)) or the Exchange. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither Holdings nor the Company is not in violation of its charter or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it either Holdings or the Company is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property or assets of Holdings or the Company is subject (each, an “Existing Instrument”)), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, the Indenture, the Intercreditor Agreement and any other agreements or documents relating to any of the foregoing by each of the Company and Holdings (each to the extent a party thereto), and the issuance and delivery of the Securities or the Exchange Securities, and consummation of the transactions contemplated hereby and thereby and by the Disclosure Package and the Prospectus Offering Memorandum (i) have been duly authorized by all necessary corporate action by the Company and Holdings (each to the extent a party thereto) and will not result in any violation of the provisions of the charter or by-laws of Holdings or 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 Holdings or the Company 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) (assuming the accuracy of the representations, warranties and agreements of the Initial Purchasers contained herein) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to Holdings or the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s or Holdings’ execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, the Indenture, the Intercreditor Agreement or any other agreements or documents relating to any of the foregoing, or the issuance and delivery of the Securities or the Exchange Securities, or consummation of the transactions contemplated hereby and thereby and by the Disclosure Package and the ProspectusOffering Memorandum, except such as have been obtained or made by the registration Company or qualification of the Units Holdings and are in full force and effect under the Securities Act and Act, applicable state securities or blue sky laws and from except such as may be required by federal and state securities laws with respect to the Financial Industry Regulatory Authority Company’s and Holdings’ obligations 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 “FINRA”)right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by Holdings or the Company.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not be expected, individually or in the aggregate, result in to have a material adverse effect on the condition (financial or other), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement and the Pre-Funded Warrants, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities and the Warrant Shares (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany 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 Agreement, the Pre-Funded Warrants and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or the Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and each of the Transaction Documents, consummation of the transactions contemplated hereby and by the Disclosure Package Time of Sale Document and the Prospectus Final Offering Memorandum and the issuance and sale of the Securities (including the issuance of the Conversion Shares upon conversation thereof and including the use of proceeds from the sale of the Securities as described in the Time of Sale Document and the Final Offering Memorandum under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the CompanyCompany 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company. No consentCompany or any of its subsidiaries, approval, authorization except in the case of clause (ii) or other order of, (iii) as would not reasonably be expected to result in a Material Adverse Effect or registration or filing with, any court or other governmental or regulatory authority or agency, is required for materially affect the Company’s execution, delivery and performance of this Agreement and consummation ability of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except the registration or qualification of the Units under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”).Company to perform

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property its or its subsidiaries’ properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notreasonably not be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement and 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 Registration Statement and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the CompanyCompany or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change Change, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any subsidiary, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units under the Securities Act Company and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”).are in full force and

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except in the case of (ii) and (iii) above as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except the registration or qualification of the Units under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”).’s

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and the Warrants, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany 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 and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except the registration or qualification of the Units under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”).’s

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not (i) in violation of its charter or by-laws or in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under its charter or bylaws, or (ii) in Default under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other agreement or instrument to which it the Company or such subsidiary is a party or by which it or it may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”)), except with respect to clause (ii) only, for such Defaults as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and hereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of Default under the charter or by-laws bylaws of the CompanyCompany 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 have a Material Adverse Change Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany 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, agency is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and hereby, by the Disclosure Package and by the Prospectus, except the registration or qualification of the Units under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”).such

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Except as disclosed in the Registration Statement, neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“"Default”") under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “"Existing Instrument”)"), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s 's execution, delivery and performance of this Agreement, the Purchase Agreement and the Standby Agreement and consummation by the Company of the transactions contemplated hereby and thereby and by the Disclosure Package and the Prospectus Registration Statement (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws of the CompanyCompany 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 law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any 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 or other governmental or regulatory authority or agency, is required for the Company’s 's execution, delivery and performance of this Agreement, the Purchase Agreement and the Standby Agreement and consummation by the Company of the transactions contemplated hereby and thereby and by the Disclosure Package and the ProspectusRegistration Statement, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act Act, and except for applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (the “FINRA”"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 material portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its significant subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its significant subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the CompanyCompany 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, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its significant subsidiaries, except in the case of clauses (ii) and (iii) such as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or FINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority 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 “FINRA”)right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its significant subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its significant subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its significant subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of each of the Transaction Documents and the consummation of the Transactions contemplated by this Agreement and consummation the issuance and sale of the transactions contemplated hereby and by Securities (including the use of proceeds from the sale of the Securities as described in the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Prospectus Offering Memorandum under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the CompanyCompany 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, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its significant subsidiaries, except in the case of clauses (ii) and (iii) such as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement each of the Transaction Documents and consummation of the transactions contemplated hereby Transactions and by the Disclosure Package and the ProspectusPreliminary Offering Memorandum, except the registration or qualification of the Units under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”).the

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws bylaws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is subject (each, an “Existing Instrument”))are subject, except for such Defaults as would notcould not be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package issuance and sale of the Prospectus Securities will not contravene (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws by laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the CompanyCompany or any subsidiary, (ii) will not conflict with any agreement or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance other instrument binding upon any property or assets of the Company pursuant toor any of its subsidiaries that is material to the Company and its subsidiaries, or require the consent of any other party totaken as a whole, 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 law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries; except, in the case of clauses (ii) and (iii), as would not reasonably be expected to result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and hereby, except such as (i) have been obtained or made by the Disclosure Package Company and the Prospectus, except the registration or qualification of the Units are in full force and effect under the Securities Act and Act, (ii) as may be required under applicable state securities or blue sky laws or FINRA and from the Financial Industry Regulatory Authority (the “FINRA”)iii) if not obtained, have not or would not reasonably be expected to result in a Material Adverse Change.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or it any of them may be bound (includingbound, without limitation, such agreements and contracts filed as exhibits to the Registration Statement or to which any of the property their respective properties or assets of the Company is are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, 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 Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except in the case of clauses (ii) and (iii) as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Units Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or FINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority 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 “FINRA”)right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company.