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

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary is 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 the Company, the Guarantors or any other Significant Subsidiary is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility), or to which any of the property or assets of the Company, the Guarantors or any of its Significant Subsidiaries is subject (each, an "Existing Instrument"), except for such Defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum (i) have been duly authorized by all necessary action and will not result in any violation of the provisions of the charter or by-laws of the Company, the Guarantors or any other Significant Subsidiary 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, the Guarantors or any other Significant Subsidiary 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, 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, the Guarantors or any subsidiary of the Company, except such violations of law, administrative regulation or administrative or court decree that 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 or the Guarantors' execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws or (ii) such as may be required by federal and state securities laws with respect to the Company's obligations under the Registration Rights Agreement.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary The 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 the Company, the Guarantors or any other Significant Subsidiary Corporation is a party or by which it or any of them may be is bound (including, without limitation, any credit agreement, guarantee, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company's existing senior credit facilityCorporation, if any), or to which any of the property or assets of the Company, the Guarantors or any of its Significant Subsidiaries Corporation is subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot be reasonably expected to, individually or in the aggregate, reasonably be expected to result in a Material Adverse ChangeEffect. The Company's and the Guarantors' Corporation’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, Agreement and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum Prospectus and the 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 Company, the Guarantors or any other Significant Subsidiary 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, the Guarantors or any other Significant Subsidiary 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, reasonably be expected to 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 Company, the Guarantors or any subsidiary of the Company, except such violations of law, administrative regulation or administrative or court decree that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse ChangeCorporation. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company's or the Guarantors' Corporation’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, Indenture and the DTC Agreement, or the Indenture, or the issuance and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumProspectus, except (i) such as have been obtained or made or, as contemplated by this Agreement, will be obtained or made, by the Company Corporation and are in full force and effect under effect. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Securities Actgiving of notice or lapse of time would give, applicable state securities the holder of any note, debenture or blue sky laws other evidence of indebtedness (or (iiany person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such as may be required indebtedness by federal and state securities laws with respect to the Company's obligations under the Registration Rights AgreementCorporation.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company Company, nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is (i) in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) ("“Default"”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except in the case of this clause (ii) for such Defaults (other than Defaults under Specified Debt Instruments (as would notdefined below)) as could not reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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, the Guarantors or any other Significant Subsidiary of the Companyits 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, the Guarantors or any other Significant Subsidiary of the Company its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflictsexcept, breacheswith respect to this clause (ii), Defaults, liens, charges or encumbrances as would not, individually or otherwise disclosed in the aggregateRegistration Statement, reasonably be expected to result in a Material Adverse Change Time of Sale Prospectus and Prospectus, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, the Guarantors or any subsidiary of its subsidiaries, except, with respect to this clause (iii), as otherwise disclosed in the Registration Statement, Time of Sale Prospectus and Prospectus. As of the Companydate hereof, except such violations of law, administrative regulation or administrative or court decree that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Changeno Debt Repayment Triggering Event exists under any Specified Debt Instrument. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company's or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement, the Time of Sale Prospectus and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (ii“FINRA”). As used herein, (x) a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries and (y) a “Specified Debt Instrument” means each of the following Existing Instruments: (a) that certain Credit Agreement dated as may be required of July 16, 2020 by federal and state securities laws with respect among the Company and FuboTV, Inc., as Borrowers, and Access Road Capital LLC as Lender, (b) that certain Credit and Guaranty Agreement dated as of April 6, 2018, by and among FuboTV, Inc., as borrower, AMC Networks Ventures LLC, as administrative Agent and the other parties thereto from time to the Company's obligations time (as amended), (c) that certain promissory note issued by Pulse Evolution Corporation to Cam Digital LLC, on April 15, 2016 (as amended) and (d) that certain loan outstanding to FuboTV, Inc. from JPMorgan Chase Bank, N.A., under the Registration Rights AgreementSBA Paycheck Protection Program dated as of April 21, 2020.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notcould not be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the Company, 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, the Guarantors Company or any other Significant Subsidiary of the Company 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, 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, the Guarantors Company or any subsidiary of the Company, except such violations of law, administrative regulation or administrative or court decree that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Changeits 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 or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement, the Pricing Disclosure Package and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or FINRA (iias defined below). 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 as may be required indebtedness by federal and state securities laws with respect to the Company's obligations under the Registration Rights AgreementCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, Agreement and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the Company, 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, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected to 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, the Guarantors Company or any subsidiary of the Companyits subsidiaries, except for such conflicts, breaches, Defaults, liens, charges, encumbrances or violations of law, administrative regulation or administrative or court decree specified in subsections (ii) and (iii) above that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company's or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement, the Time of Sale Prospectus and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or 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 (iior any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such as may be required indebtedness by federal and state securities laws with respect to the Company's obligations under the Registration Rights AgreementCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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 Company, the Guarantors Company or any other Significant Subsidiary of the Companysubsidiary, (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, the Guarantors Company or any other Significant Subsidiary of the Company 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, 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 Law applicable to the Company, the Guarantors Company or any subsidiary of its subsidiaries (including, without limitation, those promulgated by the CompanyUnited 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 of law, administrative regulation or administrative or court decree that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect. 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 or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement, the Time of Sale Prospectus and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority (ii) such as may be required by federal and state securities laws with respect to the Company's obligations under the Registration Rights Agreement.“FINRA”). As used herein, a “Debt

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notcould not be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the Company, 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, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected to result in have 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, the Guarantors Company or any subsidiary of the Companyits subsidiaries, except for such violations of law, administrative regulation or administrative or court decree that as would notnot be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company's or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement, the Time of Sale Prospectus and the Prospectus, except (i) such as have been obtained or made or will be made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or (ii) such as may be required by federal and state securities laws with respect to the Company's obligations under the Registration Rights Agreement.Financial Industry Regulatory Authority, Inc.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company ProLogis nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is in violation of its declaration of trust (or charter or by-by laws or other similar constitutive documents), except, in the case of subsidiaries of ProLogis, for such violations as would not, individually or in the aggregate, result in a Material Adverse Change. Neither ProLogis nor any of its subsidiaries 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 to which the Company, the Guarantors ProLogis or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (includingbound, without limitation, including the Company's existing senior credit facility)Merger Agreement, or to which any of the property or assets of the Company, the Guarantors ProLogis or any of its Significant Subsidiaries subsidiaries is subject (each, an "“Existing ProLogis Instrument"”), except for such Defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' ProLogis’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, Agreement and the Indenture, Existing Indenture as supplemented by the Thirteenth Supplemental Indenture and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and or thereby and by the Offering Memorandum Preliminary Prospectus, the Disclosure Package and the Prospectus including the Consent Solicitations (iA) have been duly authorized by all necessary action trust, corporate or other action, as the case may be, and will not result in any violation of the provisions of the declaration of trust (or charter or by-by laws or other similar constitutive documents) of ProLogis or its subsidiaries, except, in the Companycase of subsidiaries of ProLogis, for such violations as would not, individually or in the Guarantors or any other Significant Subsidiary of the Companyaggregate, result in a Material Adverse Change, (iiB) 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, the Guarantors ProLogis or any other Significant Subsidiary of the Company 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, 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, the Guarantors or any subsidiary of the Company, except such violations of law, administrative regulation or administrative or court decree that 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 or the Guarantors' execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws or (ii) such as may be required by federal and state securities laws with respect to the Company's obligations under the Registration Rights Agreement.other

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any None of the Company, the Subsidiary Guarantors or any other Significant Subsidiary of their respective significant subsidiaries is in violation of its charter or charter, by-laws laws, partnership agreement, limited liability company agreement or similar constitutive document. Except as specifically disclosed in the Offering Memorandum, none of the Company, the Subsidiary Guarantors or any of their respective subsidiaries is in default (or, with the giving of notice or lapse of time, would be in default) ("Default") under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease lease, license or other instrument to which the Company, any of the Subsidiary Guarantors or any other Significant Subsidiary of their respective subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility), or to which any of the property or assets of the Company, Company or any of the Subsidiary Guarantors or any of its Significant Subsidiaries their respective subsidiaries is subject (each, an "Existing Instrument"), except for such Defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, the Indenture, the agreements for the Senior Credit Facilities (the "Senior Credit Facilities Transaction Documents") and the Indentureagreements for the Convertible Debentures (the "Convertible Debentures Transaction Documents") offering by the Company and each Guarantor party thereto, and the issuance and delivery of the Notes or Securities and the Exchange NotesSecurities and the use of proceeds thereof, and the consummation of the Recapitalization and the transactions contemplated hereby and thereby and by the Offering Memorandum (i) have been duly authorized by all necessary corporate, partnership or company, as the case may be, action and will not result in any violation of the provisions of the charter or charter, by-laws laws, partnership agreement, operating agreement or other similar constitutive document of the Company, the Guarantors any Subsidiary Guarantor or any other Significant Subsidiary of the Companytheir respective subsidiaries, (ii) will not not, upon consummation of the Recapitalization, conflict with or constitute a breach of, or Default or a Debt Repayment 8 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, the Guarantors any Subsidiary Guarantor or any other Significant Subsidiary of the Company 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, reasonably be expected 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, the Guarantors any Subsidiary Guarantor or any subsidiary of the Companytheir respective subsidiaries, except for such violations of law, administrative regulation or administrative or court decree that 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 or and the Subsidiary Guarantors' execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, the Indenture, the Senior Credit Facilities Transaction Documents, or the IndentureConvertible Debentures Transaction Documents to which it is a party, or the issuance and delivery of the Notes Securities or the Exchange NotesSecurities and the use of proceeds thereof, or consummation of the Recapitalization and the transactions contemplated hereby and thereby and by the Offering Memorandum, except (i) such as have been obtained or made by the Company or the Subsidiary Guarantors and are in full force and effect under the Securities Act, applicable state securities laws of the several states of the United States or blue sky laws or (ii) provinces of Canada and except such as may be required by federal and state the securities laws of the several states of the United States or provinces of Canada with respect to the Company's obligations under the Registration Rights Agreement. 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, the Subsidiary Guarantors or any of their respective subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is in violation of its charter charter, articles 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "Existing Instrument"), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum Registration Statement and the Prospectuses 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 Prospectuses 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 charter, articles or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, the Guarantors Company or any other Significant Subsidiary of the Companysubsidiary, (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, the Guarantors Company or any other Significant Subsidiary of the Company its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected 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, the Guarantors Company or any subsidiary of the Company, except such violations of law, administrative regulation or administrative or court decree its subsidiaries that would notreasonably be expected, 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 or the Guarantors' execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement and the Prospectuses, except (i) such as have been obtained or made by the Company and are in full force and effect under the U.S. Securities Act, Act and Canadian Securities Laws and such as may be required under applicable state securities or blue sky laws or FINRA (iias hereinafter defined). 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 as may be required indebtedness by federal and state securities laws with respect to the Company's obligations under the Registration Rights AgreementCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notcould not be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Change. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, Agreement and the IndentureWarrants, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the Company, 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, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected to 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, the Guarantors Company or any subsidiary of its subsidiaries, except, in the Companycase of (ii) above, except such violations of law, administrative regulation or administrative or court decree that would notas could not be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company's or the Guarantors' ’s execution, delivery and performance of this Agreement, Agreement and the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Warrants and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement, the Time of Sale Prospectus and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or by the Financial Industry Regulatory Authority, Inc. (ii“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 as may be required indebtedness by federal and state securities laws with respect to the Company's obligations under the Registration Rights AgreementCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its significant subsidiaries (which includes the Guarantors or any other Significant Subsidiary Principal Banking Subsidiary), is in violation of its charter respective charters or by-laws bylaws, partnership agreement, operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) ("“Default"”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company, the Guarantors Company or any other Significant Subsidiary of its significant subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, each of the Registration Rights Agreement, the DTC Agreement, Transaction Documents and the Indenture, consummation of the Transactions and the issuance and delivery sale of the Notes or Securities (including the Exchange Notes, and consummation use of proceeds from the sale of the transactions contemplated hereby Depositary Shares as described in the Registration Statement, the Time of Sale Prospectus and thereby and by the Offering Memorandum 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 respective charters or by-laws bylaws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, the Guarantors Company or any other Significant Subsidiary of the Companysignificant 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, the Guarantors Company or any other Significant Subsidiary of the Company 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, 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, the Guarantors Company or any subsidiary of the Companyits significant subsidiaries, except in the case of clauses (ii) and (iii) such violations of law, administrative regulation or administrative or court decree that as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company's or the Guarantors' execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws or (ii) such as may be required by federal and state securities laws with respect to the Company's obligations under the Registration Rights Agreement.​ ​

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the Company, 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, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected to 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, the Guarantors Company or any subsidiary of the Companyits subsidiaries, except in the case of clause (ii) above, any such violations of lawconflict or breach as would not individually, administrative regulation or administrative or court decree that would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company's or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement, the Time of Sale Prospectus and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or 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 (iior any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such as may be required indebtedness by federal and state securities laws with respect to the Company's obligations under the Registration Rights AgreementCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, Agreement and the IndenturePre-Funded Warrants, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the Companysubsidiary, (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, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected to result in have 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, the Guarantors Company or any subsidiary of the Companyits subsidiaries, except such violations of law, administrative regulation or administrative or court decree that would notas could not be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company's or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement, the Time of Sale Prospectus and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (ii“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 as may be required indebtedness by federal and state securities laws with respect to the Company's obligations under the Registration Rights AgreementCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company nor any of the Guarantors or any other Significant Subsidiary is not in violation of its charter articles of incorporation, as amended, or by-laws bylaws (“Charter Documents”) or is in default (or, with the giving of notice or lapse of time, would be in default) ("“Default"”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company, the Guarantors or any other Significant Subsidiary it is a party or by which it or any of them may be bound (including, without limitation, any agreement or contract filed as an exhibit to the Company's existing senior credit facility), Registration Statement or to which any of the property or assets of the Company, the Guarantors or any of its Significant Subsidiaries is Company are subject (each, an "“Existing Instrument"”)), except for such Defaults as would could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Guarantors' Prospectus, the Company’s execution, delivery and performance of this Agreement, the Registration Rights AgreementWarrants, the DTC Agreement, Additional Warrants (if applicable) and the Indenture, and the issuance and delivery of the Notes or the Exchange NotesUnderwriter’s Warrants, and consummation of the transactions contemplated hereby and hereby, thereby and by the Offering Memorandum Registration Statement, 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, the Guarantors or any other Significant Subsidiary of the CompanyCharter Documents, (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, the Guarantors or any other Significant Subsidiary 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, reasonably be expected to 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, the Guarantors or any subsidiary of the Company, except such violations of law, administrative regulation or administrative or court decree that would not, individually or in the aggregatecase of each of clauses (ii) and (iii), to the extent such conflict, breach, Default or violation could 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 or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights AgreementWarrants, the DTC AgreementAdditional Warrants (if applicable) and the Underwriter’s Warrants, or the Indenture, or the issuance and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and hereby, thereby and by the Offering MemorandumRegistration Statement, the Disclosure Package and the Prospectus, except (i) such as have been obtained the registration or made by qualification of the Company Offered Securities and are in full force and effect the Underwriter’s Securities under the Securities Act, Act and applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. (ii) such as may be required by federal and state securities laws with respect to the Company's obligations under the Registration Rights Agreement“FINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot be reasonably expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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 by‑laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, the Guarantors Company or any other Significant Subsidiary of the Companysubsidiary, (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, the Guarantors Company or any other Significant Subsidiary of the Company its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges Instrument or encumbrances as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change Convertible Notes and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, the Guarantors Company or any subsidiary of the Companyits subsidiaries, except for such conflicts, breaches, Defaults, liens, charges, encumbrances or violations of law, administrative regulation or administrative or court decree specified to subsections (ii) and (iii) above that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company's or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement, the Time of Sale Prospectus and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or 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 (iior any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such as may be required indebtedness by federal and state securities laws with respect to the Company's obligations under the Registration Rights AgreementCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is in violation of its articles of association, memorandum of association, 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 and any instrument of approval of the Israel Innovation Authority of the Israeli Ministry of Economy and Industry (the “IIA”) or the Authority for Investment and Development of Industry and the Economy of the Israeli Ministry of Economy and Industry (the “Investment Center”)) granted to the Company or any of its subsidiaries, to which the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum Registration Statement and the Prospectus and the issuance and sale of the ADSs (including the use of proceeds from the sale of the ADSs as described in the Registration Statement and the Prospectus under the caption “Use of Proceeds” and the issuance of the underlying Common Shares) (i) have been duly authorized by all necessary action corporate action, and will not result in any violation of the provisions of the articles of association, memorandum of association, charter or by-laws by laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, the Guarantors Company or any other Significant Subsidiary of the Companyits 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, the Guarantors Company or any other Significant Subsidiary of the Company 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, 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, the Guarantors Company or any subsidiary of the Companyits subsidiaries, except such violations of law, administrative regulation or administrative or court decree that 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 or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or FINRA (ii) such as may be required defined below), the receipt of the approval of the TASE to list the underlying Common Shares (subject only to official notice of issuance by federal and state securities laws with respect the Company), which initial approval shall have been obtained by the Company prior to the Company's obligations delivery of the first Issuance Notice by the Company hereunder (and which shall be in full force and effect or renewed thereafter). The Company has not engaged in any form of solicitation, advertising or other action constituting an offer or a sale under the Registration Rights AgreementIsraeli Securities Law, 5728-1968 and the regulations promulgated thereunder in connection with the transactions contemplated hereby which would require the Company to publish a prospectus in the State of Israel under the laws of the State of Israel. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notcould not be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, Agreement and the IndenturePre-Funded Warrants, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the Companysubsidiary, (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, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected to 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, the Guarantors Company or any subsidiary of its subsidiaries, except, in the Companycase of (ii) above, except such violations of law, administrative regulation or administrative or court decree that would notas could not be expected, 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 or the Guarantors' ’s execution, delivery and performance of this Agreement, Agreement and the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Pre-Funded Warrants and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement, the Time of Sale Prospectus and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or by the Financial Industry Regulatory Authority, Inc. (ii“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 as may be required indebtedness by federal and state securities laws with respect to the Company's obligations under the Registration Rights AgreementCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company's existing senior credit facilityCompany or any of its subsidiaries), or to which any of the property or assets of the Company, the Guarantors Company or any of its Significant Subsidiaries subsidiaries is subject (each, an "“Existing Instrument"”), except for such Defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' Issuers’ execution, delivery and performance of this Agreement, the Indenture and the Registration Rights Agreement, the DTC Agreement, and consummation by the Indenture, and the issuance and delivery Issuers of the Notes or the Exchange Notes, and consummation of the transactions Transactions contemplated hereby and thereby and by the Offering Memorandum and the issuance and sale of the Securities to be sold by the Issuers (i) have been duly authorized by all necessary corporate or other organizational 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 document of the Company, the Guarantors Company or any other Significant Subsidiary of the Companysubsidiary, 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, the Guarantors Company or any other Significant Subsidiary of the Company 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 Instrument (other than requiring the consent of General Electric Capital Corporation as would not, individually or in administrative agent under the aggregate, reasonably be expected to result in a Material Adverse Change respective Senior Credit Documents and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, the Guarantors Company or any subsidiary of the Companysubsidiary, except except, with respect to clauses (ii) and (iii), for such conflicts, breaches, Defaults, Debt Repayment Triggering Events, liens, charges, encumbrances or violations of law, administrative regulation or administrative or court decree that 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 or the Guarantors' Issuers’ execution, delivery and performance of this Agreement, Agreement and the Registration Rights Agreement, consummation by the DTC Agreement, or the Indenture, or the issuance and delivery Issuers of the Notes or the Exchange Notes, or consummation of the transactions Transactions contemplated hereby and thereby and by the Offering Memorandum, except (i1) such as have been obtained or made by the Company or the Trustee and are in full force and effect under the Securities Act or the Trust Indenture Act, (2) such as may be required under applicable state securities or blue sky laws or laws, (ii3) such as may be required from the Financial Industry Regulatory Authority (“FINRA”) and (4) as contemplated by federal and state securities laws the Registration Rights Agreement with respect to the Company's obligations under Exchange Offer. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Registration Rights Agreementgiving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum Registration Statement and the Prospectus and the issuance and sale of the Placement 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 bylaws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, the Guarantors Company or any other Significant Subsidiary of the Company, 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, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected to 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, the Guarantors Company or any subsidiary of the Companyits subsidiaries, except for such conflicts, breaches, Defaults, Debt Repayment Triggering Event, liens, charges, encumbrances or violations of law, administrative regulation or administrative or court decree that specified in clauses (ii) and (iii) as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect. No To the Company’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 or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority (ii“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 as may be required indebtedness by federal and state securities laws with respect to the Company's obligations under the Registration Rights AgreementCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, Agreement and the IndenturePre-Funded Warrants, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the Companysubsidiary, (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, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected to 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. 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 Guarantors holder of any note, debenture or other evidence of indebtedness (or any subsidiary person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of the Company, except all or a portion of such violations of law, administrative regulation or administrative or court decree that 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 or the Guarantors' execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum, except (i) such as have been obtained or made indebtedness by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws or (ii) such as may be required by federal and state securities laws with respect to the Company's obligations under the Registration Rights Agreementany of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notcould not be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the Companysubsidiary, (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, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected to 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, the Guarantors Company or any subsidiary of the Companyits subsidiaries, except for such conflicts, breaches, Defaults, liens, charges, encumbrances or violations of law, administrative regulation or administrative or court decree specified in subsections (ii) and (iii) above that would notnot reasonably be expected, 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 or the Guarantors' execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws or (ii) such as may be required by federal and state securities laws with respect to the Company's obligations under the Registration Rights Agreement.any

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby hereby, by the Deposit Agreement and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus, the French Listing Prospectus and the Offering Memorandum Press Releases 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, the Prospectus under the caption “Use of Proceeds,” the French Listing Prospectus under the caption “Purpose of the issuance and use of proceeds” and in the Offering Press Releases) (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, the Guarantors Company or any other Significant Subsidiary of the Companysubsidiary, (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, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected to 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, the Guarantors Company or any subsidiary of the Companyits subsidiaries, except for such violations of lawviolations, administrative regulation conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or administrative or court decree that 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 ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company's or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby hereby, by the Deposit Agreement and by the Offering MemorandumRegistration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the Prospectus, except for the approval by the AMF of the French Listing Prospectus and the publication by Euronext of notices (iavis) with respect to the listing of the Firm Shares and the Underlying Shares and such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (ii“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 as may be required holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by federal and state securities laws with respect to the Company's obligations under the Registration Rights AgreementCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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 by laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, the Guarantors Company or any other Significant Subsidiary of the Company, 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, the Guarantors Company or any other Significant Subsidiary of the Company 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 expected, 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, the Guarantors Company or any subsidiary of the Companyits subsidiaries, except such violations of law, administrative regulation or administrative or court decree that as would notnot be expected, 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 or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or FINRA (iias defined below). 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 as may be required indebtedness by federal and state securities laws with respect to the Company's obligations under the Registration Rights AgreementCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' execution, delivery and performance of this Agreementby the Company, the Registration Rights AgreementRallybio IPD, the DTC Agreement, LLC and the Indenture, and the issuance and delivery Rallybio LLC of the Notes or the Exchange NotesTransaction Documents to which such entity is a party, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the Company, subsidiary (ii) will not conflict with or constitute a material breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of the Company, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected to 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, the Guarantors Company or any subsidiary of the Companyits subsidiaries, except for such violations of law, administrative regulation or administrative or court decree that as would notnot reasonably be expected, 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 Conversion or the Guarantors' execution, delivery and performance of this Agreementthe Transaction Documents by the Company, Rallybio LLC and Rallybio IPD, LLC to which such entity is a party and the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement, the Time of Sale Prospectus and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (ii“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 as may be required indebtedness by federal and state securities laws with respect to the Company's obligations under the Registration Rights AgreementCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither None of the Company PLD Operating Partnership nor any of the Guarantors or any other Significant Subsidiary subsidiaries of the PLD Operating Partnership is in violation of its charter or by-laws or other similar constitutive documents, except, in the case of subsidiaries of the PLD Operating Partnership, for such violations as would not, individually or in the aggregate, result in a Material Adverse Change. None of the PLD Operating Partnership nor any of the subsidiaries of the PLD Operating Partnership is in default (or, with the giving of notice or lapse of timetime or both, would be in default) ("“Default"”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company, the Guarantors PLD Operating Partnership or any other Significant Subsidiary of the subsidiaries of the PLD Operating Partnership is a party or by which it or any of them may be bound (includingbound, without limitation, including the Company's existing senior credit facility)Merger Agreement, or to which any of the property or assets of the Company, the Guarantors PLD Operating Partnership or any of its Significant Subsidiaries the subsidiaries of the PLD Operating Partnership is subject (each, an "“Existing PLD Instrument"”), except for such Defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' PLD Operating Partnership’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, New Notes Indenture and the issuance and delivery of the New Notes or and the Exchange Notes, and consummation of the transactions contemplated hereby and or thereby and by the Offering Memorandum Preliminary Prospectus, the Disclosure Package and the Prospectus including the Exchange Offers and Consent Solicitations (iA) have been duly authorized by all necessary action necessary, corporate 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 CompanyPLD Operating Partnership or any of the subsidiaries of the PLD Operating Partnership, except, in the case of subsidiaries of the PLD Operating Partnership that are not PLD Significant Subsidiaries, for such violations as would not, individually or in the aggregate, materially adversely affect the PLD Operating Partnership’s ability to consummate the transactions contemplated by this Agreement, the Guarantors New Notes Indenture or any other Significant Subsidiary of by the CompanyPreliminary Prospectus, the Disclosure Package and the Prospectus, (iiB) 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, the Guarantors PLD Operating Partnership or any other Significant Subsidiary of the Company subsidiaries of the PLD Operating Partnership pursuant to, or require the consent of any other party to, any Existing PLD Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change or materially adversely affect the PLD Operating Partnership’s ability to consummate the transactions contemplated by this Agreement, the New Notes Indenture or by the Preliminary Prospectus, the Disclosure Package and the Prospectus and (iiiC) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, the Guarantors PLD Operating Partnership or any subsidiary of the Companysubsidiaries of the PLD Operating Partnership, except for such violations of law, administrative regulation or administrative or court decree that violation as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse ChangeChange or materially adversely affect the PLD Operating Partnership’s ability to consummate the transactions contemplated by this Agreement, the New Notes Indenture or by the Preliminary Prospectus, the Disclosure Package and the Prospectus. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company's or the Guarantors' PLD Operating Partnership’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the New Notes Indenture, or the issuance and delivery of the New Notes or and the Exchange Notes, or consummation of the transactions contemplated hereby and or thereby and by the Offering MemorandumPreliminary Prospectus, the Disclosure Package and the Prospectus including the Exchange Offers and Consent Solicitations, and except (i) such as have been obtained or made by the Company PLD Operating Partnership 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 FINRA or (ii) such as may be required the failure of which to obtain would not have a material adverse effect on the consummation of the transactions contemplated by federal this Agreement, the New Notes Indenture or by the Preliminary Prospectus, the Disclosure Package and state securities laws with respect to the Company's obligations under the Registration Rights AgreementProspectus.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the Company, 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, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected 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, the Guarantors Company or any subsidiary of the Companyits subsidiaries, except for such violations of law, administrative regulation or administrative or court decree that as would notnot reasonably be expected, 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 or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement, the Time of Sale Prospectus and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (ii“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 as may be required indebtedness by federal and state securities laws with respect to the Company's obligations under the Registration Rights AgreementCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notcould not be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the Company, 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, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected to 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, the Guarantors Company or any subsidiary of the Companyits subsidiaries, except such violations except, in cases of law(ii) and (iii) above, administrative regulation or administrative or court decree that would notas could not be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company's or the Guarantors' execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws or (ii) such as may be required by federal and state securities laws with respect to the Company's obligations under the Registration Rights Agreement.or

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the Company, 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, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected to 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, the Guarantors Company or any subsidiary of the Companyits subsidiaries, except such violations in the case of law, administrative regulation or administrative or court decree that clause (ii) and (iii) as would notnot be expected, 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 or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement, the Time of Sale Prospectus and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (ii“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 as may be required indebtedness by federal and state securities laws with respect to the Company's obligations under the Registration Rights AgreementCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in 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 and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the Company, 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, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected to 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 Company, the Guarantors Company or any subsidiary of the Company, except such violations of law, administrative regulation or administrative or court decree that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Changeits 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 or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement, the Time of Sale Prospectus and the Prospectus, except (iA) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws or (ii) Act and such as may be required by federal and state securities laws with respect to the Company's obligations under the Registration Rights Agreement.applicable state

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of the Guarantors or any other Significant Subsidiary is not in violation of its charter articles of incorporation or by-laws or bylaws 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 the Company, the Guarantors or any other Significant Subsidiary Company is a party or by which it or any of them may be bound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company's existing senior credit facility), or to which any of the property or assets of the Company, the Guarantors or any of its Significant Subsidiaries Company is subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby by each Applicable Prospectus and by the Offering Memorandum 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 articles of incorporation or by-laws of the Company, the Guarantors or any other Significant Subsidiary bylaws 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, the Guarantors or any other Significant Subsidiary 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, reasonably be expected 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, the Guarantors or any subsidiary of the Company, except for such violations of law, administrative regulation or administrative or court decree that as would notnot reasonably be expected, 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 or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandumeach Applicable Prospectus, except (i) such as have been obtained or made or will be made by the Company and are in full force and effect under the Securities Act, or that may be required under applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority (ii) such as may be required by federal and state securities laws with respect to the Company's obligations under the Registration Rights Agreement“FINRA”).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the Company, 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, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected to 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 Company, the Guarantors Company or any subsidiary of the Companyits subsidiaries, except such violations of law, administrative regulation or administrative or court decree that as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company's or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement, the Time of Sale Prospectus and the Prospectus, except (iA) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or FINRA and (iiB) such as may be required by federal and state securities laws with respect to the Company's obligations have been obtained under the Registration Rights Agreementlaws and regulations of jurisdictions outside the United States in which Directed Shares are offered. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notcould not be expected, individually or in the aggregate, reasonably be expected to result in 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 and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, Agreement and the IndenturePre-Funded Warrants, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the Company, 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, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected to 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, the Guarantors Company or any subsidiary of its subsidiaries, except, in the Companycase of (ii) above, except such violations of law, administrative regulation or administrative or court decree that would notas could not be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company's or the Guarantors' ’s execution, delivery and performance of this Agreement, Agreement and the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Pre-Funded Warrants and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement, the Time of Sale Prospectus and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or 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 (iior any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such as may be required indebtedness by federal and state securities laws with respect to the Company's obligations under the Registration Rights AgreementCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby hereby, by the Deposit Agreement and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the Company, 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, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected to 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, the Guarantors Company or any subsidiary of the Companyits subsidiaries, except such violations in the case of lawclause (ii), administrative regulation or administrative or court decree that as would notnot reasonably be expected, 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 or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby hereby, by the Deposit Agreement and by the Offering MemorandumRegistration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the Prospectus, except (iA) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or FINRA and (iiB) such as may be required by federal and state securities laws with respect to the Company's obligations have been obtained under the Registration Rights Agreementlaws and regulations of jurisdictions outside the United States in which Directed Shares are offered. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notcould not be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the Companysubsidiary, (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, the Guarantors Company or any other Significant Subsidiary of the Company 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 that would 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 Company, the Guarantors Company or any subsidiary of the Companyits subsidiaries, except for such violations of law, administrative regulation or administrative or court decree that specified in this clause (iii) as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company's or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement, the Time of Sale Prospectus and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws or (ii) such as may be required by federal and state securities laws with respect to the Company's obligations under the Registration Rights Agreement.have

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its significant subsidiaries (which includes the Guarantors or any other Significant Subsidiary Principal Banking Subsidiary), is in violation of its charter respective charters or by-laws bylaws, partnership agreement, operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) ("“Default"”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company, the Guarantors Company or any other Significant Subsidiary of its significant subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, each of the Registration Rights Agreement, the DTC Agreement, Transaction Documents and the Indenture, consummation of the Transactions and the issuance and delivery sale of the Notes or Securities (including the Exchange Notes, and consummation use of proceeds from the sale of the transactions contemplated hereby Depositary Shares as described in the Registration Statement, the Time of Sale Prospectus and thereby and by the Offering Memorandum 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 respective charters or by-laws bylaws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, the Guarantors Company or any other Significant Subsidiary of the Companysignificant 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, the Guarantors Company or any other Significant Subsidiary of the Company 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, 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, the Guarantors Company or any subsidiary of the Companyits significant subsidiaries, except in the case of clauses (ii) and (iii) such violations of law, administrative regulation or administrative or court decree that as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company's or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance and delivery each of the Notes or the Exchange Notes, or Transaction Documents and consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement, the Time of Sale Prospectus and the Prospectus, except (i) such as have been obtained or made by the Company Company, or received from any Regulatory Agency (as defined below), and are in full force and effect under the Securities Act, applicable state securities or blue sky laws or (ii) Act and such as may be required by federal and state under the securities laws of any state or non-U.S. jurisdiction or the rules of FINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with respect 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 Company's obligations under repurchase, redemption or repayment of all or a portion of such indebtedness by the Registration Rights AgreementCompany or any of its significant subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the Company, 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, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected to 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, the Guarantors Company or any subsidiary of the Companyits subsidiaries, except such violations in the case of lawclauses (ii) and (iii) above, administrative regulation or administrative or court decree that as would notnot reasonably be expected, 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 or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement, the Time of Sale Prospectus and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or by FINRA in the manner contemplated herein and in the Time of Sale Prospectus and the Prospectus. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (iior any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such as may be required indebtedness by federal and state securities laws with respect to the Company's obligations under the Registration Rights AgreementCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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 by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, the Guarantors Company or any other Significant Subsidiary of the Companyits 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, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected 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, the Guarantors Company or any subsidiary of the Companyits subsidiaries, except for such violations of law, administrative regulation or administrative or court decree that as would notnot reasonably be expected, 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 or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (ii“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 as may be required indebtedness by federal and state securities laws with respect to the Company's obligations under the Registration Rights AgreementCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the Company, 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, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected to 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, the Guarantors Company or any subsidiary of the Companyits subsidiaries, except such violations in the case of lawclauses (ii) and (iii) above, administrative regulation or administrative or court decree that as would notnot reasonably be expected, 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 or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement, the Time of Sale Prospectus and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or by the Financial Industry Regulatory Authority (ii“FINRA”) such as may be required by federal in the manner contemplated herein and state securities laws with respect to in the Company's obligations under Time of Sale Prospectus and the Registration Rights Agreement.Prospectus. As used herein, a “Debt Repayment

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its Subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary is a party or by which it or any of them may be is bound (including, without limitation, AMR HoldCo, Inc.'s and EmCare HoldCo, Inc.'s 10% Senior Subordinated Notes due 2015 or the Company's existing senior credit related indenture (together with all other agreements related thereto, the "Indenture") and the Credit Agreement, dated as of February 10, 2005, by and among AMR HoldCo, Inc. and EmCare HoldCo, Inc., as co-borrowers, the Subsidiaries party thereto, Bank of America, N.A. as Administrative Agent and the other agents party thereto, as amended (together with all other agreements related to such facility, the "Credit Documents")), or to which any of the property or assets of the Company, the Guarantors Company or any of its Significant Subsidiaries is subject (each, an "Existing Instrument"), except for such Defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The At the Closing Date, the Company's and the Guarantors' execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, Agreement and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum Disclosure Package and the Prospectus (i) will have been duly authorized by all necessary corporate or other action and will not result in any violation of the provisions of the charter or charter, by-laws laws, limited liability company or partnership agreement of the Company, the Guarantors Company or any other Significant Subsidiary of the CompanySubsidiary, (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, the Guarantors Company or any other Significant Subsidiary of the Company its Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except as for such conflicts, breaches, Defaults, liens, charges or encumbrances listed in Schedule 1(o) hereto or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change Change, and (iii) will not result in any violation of any law, administrative regulation regulation, or administrative or court decree applicable to the Company, the Guarantors Company or any subsidiary of the Companyits Subsidiaries, except such violations of law, administrative regulation or administrative or court decree that 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 or the Guarantors' execution, delivery and performance of this Agreement, Agreement and consummation by the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance and delivery of the Notes or the Exchange Notes, or consummation Company of the transactions contemplated hereby and thereby and by the Offering MemorandumDisclosure Package and the Prospectus, except (i) such as have been obtained or made or will be obtained or made by the Company by the Closing Date and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the NASD. As used herein, a "Debt Repayment Triggering Event" means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (iior any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such as may be required indebtedness by federal and state securities laws with respect to the Company's obligations under the Registration Rights AgreementCompany or any of its Subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the Company, 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, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected to 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, the Guarantors Company or any subsidiary of the Companyits subsidiaries, except such violations in the case of law, administrative regulation or administrative or court decree that clauses (ii) and (iii) as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company's or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement, the Time of Sale Prospectus and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or 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 (iior any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such as may be required indebtedness by federal and state securities laws with respect to the Company's obligations under the Registration Rights Agreement.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notcould not be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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 by‑laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, the Guarantors Company or any other Significant Subsidiary of the Companysubsidiary, (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, the Guarantors Company or any other Significant Subsidiary of the Company 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, 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, the Guarantors Company or any subsidiary of the Companyits subsidiaries, except such violations of law, administrative regulation or administrative or court decree that would notas could not be expected, 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 or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement, the Time of Sale Prospectus and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or 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 (iior any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such as may be required indebtedness by federal and state securities laws with respect to the Company's obligations under the Registration Rights AgreementCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the Company, 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, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected to 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, the Guarantors Company or any subsidiary of the Companyits subsidiaries, except such violations in the case of law, administrative regulation or administrative or court decree that clauses (ii) and (iii) as would notnot reasonably be expected, 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 or the Guarantors' execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws or (ii) such as may be required by federal and state securities laws with respect to the Company's obligations under the Registration Rights Agreement.a

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is in violation of its Constitution, 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreementthe Transaction Documents, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by (including, without limitation, the Offering Memorandum issuance 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 Constitution, charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, the Guarantors or any other Significant Subsidiary of the Company, 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 lienLien, charge or encumbrance upon any property or assets of the Company, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected to 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. 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 Guarantors holder of any note, debenture or other evidence of indebtedness (or any subsidiary person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of the Company, except all or a portion of such violations of law, administrative regulation or administrative or court decree that 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 or the Guarantors' execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum, except (i) such as have been obtained or made indebtedness by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws or (ii) such as may be required by federal and state securities laws with respect to the Company's obligations under the Registration Rights Agreementany of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, Agreement and the IndentureForward Sale Agreements, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum issuance and sale of the Forward Shares and any shares of Common Stock issued, sold and delivered pursuant to the Forward Sale Agreements (including the use of proceeds from the sale of the Forward Shares and pursuant to the Forward Sale Agreements 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, the Guarantors Company or any other Significant Subsidiary of the Company, 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, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected to 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, the Guarantors Company or any subsidiary of the Companyits subsidiaries, except in the case of clause (ii) above, any such violations of lawconflict or breach as would not individually, administrative regulation or administrative or court decree that would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company's or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, Agreement or the Indenture, or the issuance Forward Sale Agreements. and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement, the Time of Sale Prospectus and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or 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 (iior any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such as may be required indebtedness by federal and state securities laws with respect to the Company's obligations under the Registration Rights AgreementCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither None of the Guarantor, the Company nor any and their “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X under the Guarantors or any other Exchange Act (each, a “Significant Subsidiary Subsidiary”)) is (i) in violation of its charter charter, bylaws or by-laws other constitutive document or is (ii) in default (or, with the giving of notice or lapse of time, would be in default) ("“Default"”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the CompanyGuarantor, the Guarantors Company or any other Significant Subsidiary of their significant subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Credit Facility, the Company's existing senior credit facility)’s capital leases, the 2022 Notes, the Company’s 3.850% Senior Notes due 2026, or to which any of the property or assets of the CompanyGuarantor, the Guarantors Company or any of its Significant Subsidiaries their significant subsidiaries is subject (each, an "“Existing Instrument"”), except except, in the case of clause (ii) above, for such Defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's ’s and the Guarantors' Guarantor’s (to the extent party thereto) execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, Agreement and the Indenture, and the issuance and delivery of the Notes or the Exchange NotesSecurities, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum Disclosure Package (including, without limitation, the Transactions) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter charter, bylaws or by-laws other constitutive document of the Company, the Guarantors Guarantor or any other Significant Subsidiary 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, the Guarantors Guarantor or any other Significant Subsidiary 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, reasonably be expected to 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 CompanyGuarantor, the Guarantors Company or any subsidiary of their subsidiaries, except, in the Companycase of clauses (ii) and (iii), except for such conflicts, breaches, Defaults, liens, charges, encumbrances or violations of law, administrative regulation or administrative or court decree that 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, agency is required for the Company's or ’s and the Guarantors' Guarantor’s (to the extent party thereto) execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, Agreement or the Indenture, or the issuance and delivery of the Notes or the Exchange NotesSecurities, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumDisclosure Package (including, without limitation, the Transactions), except (i) such as that have been, or will have been by the Closing Date, obtained or made by the Company and are in full force and effect or as may be required under the Securities Act, applicable state securities or blue sky laws or (ii) such as may be required by federal and state securities laws with respect to the Company's obligations under the Registration Rights Agreement.in

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is (i) in violation of its charter charter, bylaws or by-laws other constitutive document or is (ii) in default (or, with the giving of notice or lapse of time, would be in default) ("“Default"”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior ’s revolving credit facility), or to which any of the property or assets of the Company, the Guarantors Company or any of its Significant Subsidiaries subsidiaries is subject (each, an "“Existing Instrument"”), except except, in the case of clause (ii) above, for such Defaults as have been or will be waived or consented to pur- suant to (w) that certain second amendment to the Company’s revolving credit facility to be entered into on or before the Closing Date, (x) that certain Waiver Agreement, dated as of April 30, 2012, by and among the Company, the lenders party thereto and Bank of America, N.A., as administrative agent, (y) that certain Waiver and Consent to Loan & Security Agreements, dated as of April 27, 2012, by and among First Franchise Capital Corporation (f/k/a Ixxxx Franchise Capital Corporation) and the Guarantors party thereto, and (z) that certain Agreement Regarding Waiver and Consent, dated as of April 29, 2012, by and among the Company, the Guarantors party thereto and the lenders party thereto, or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' execution, delivery and performance of this Agreement, the Registration Rights Agreement, Transaction Documents by the DTC Agreement, Company and the IndentureGuarantors party thereto, and the issuance and delivery of the Notes or Securities and the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter charter, bylaws or by-laws other constitutive document of the Company, the Guarantors Company or any other Significant Subsidiary of the Companysubsidiary, (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, the Guarantors Company or any other Significant Subsidiary of the Company 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 have been or will be waived or consented to pursuant to (w) that certain second amendment to the Company’s revolving credit facility to be entered into on or before the Closing Date, (x) that certain Waiver Agreement, dated as of April 30, 2012, by and among the Company, the lenders party thereto and Bank of America, N.A., as administrative agent, (y) that certain Waiver and Consent to Loan & Security Agreements, dated as of April 27, 2012, by and among First Franchise Capital Corporation (f/k/a Ixxxx Franchise Capital Corporation) and the Guarantors party thereto, and (z) that certain Agreement Regarding Waiver and Consent, dated as of April 29, 2012, by and among the Company, the Guarantors party thereto and the lenders party thereto, or 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, the Guarantors Company or any subsidiary of the Companysubsidiary, except for such violations of law, administrative regulation or administrative or court decree that as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. No Assuming the accuracy of the representations, warranties and covenants of the Initial Purchasers set forth herein, 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 or the Guarantors' execution, delivery and performance of this Agreement, the Registration Rights Agreement, Transaction Documents by the DTC Agreement, or Company and the IndentureGuarantors to the extent a party thereto, or the issuance and delivery of the Notes Securities or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities laws of the several states of the United States or blue sky laws or (ii) provinces of Canada except such as may be required by federal and state the securities laws of the several states of the United States or provinces of Canada with respect to the Company's ’s obligations under the Registration Rights Agreement.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary AQXP Canada is 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 the Company, the Guarantors Company or any other Significant Subsidiary AQXP Canada is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property or assets of the Company, the Guarantors Company or any of its Significant Subsidiaries AQXP Canada is subject (each, an "“Existing Instrument"”), except for such Defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, Agreement and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the CompanyAQXP Canada, (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, the Guarantors Company or any other Significant Subsidiary of the Company AQXP Canada 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, 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, the Guarantors Company or any subsidiary of the Company, except such violations of law, administrative regulation or administrative or court decree that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse ChangeAQXP Canada. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company's or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumProspectus, except (i) such as have been obtained or made by the Company under the Securities Act and are in full force and effect or that may be required under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”) or (ii) such as may be required by federal and state securities laws with respect to the Company's obligations under the Registration Rights AgreementNasdaq.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company Issuer nor any of the Guarantors or any other Significant Subsidiary their respective Subsidiaries is (i) in violation of its charter charter, bylaws or by-laws other constitutive document or is (ii) in default (or, with the giving of notice or lapse of time, would be in default) ("“Default"”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company, the Guarantors either Issuer or any other Significant Subsidiary of its Subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facilityPartnership’s Second Amended and Restated Credit Agreement, dated as of June 29, 2010, among the Partnership as borrower, BNP Paribas as administrative agent, Bank of America, N.A. and Bank of Montreal as co-syndication agents, U.S. Bank National Association as documentation agent, and the lenders party thereto, as amended from time to time), or to which any of the property or assets of the Company, the Guarantors either Issuer or any of its Significant their respective Subsidiaries is subject (each, an "“Existing Instrument"”), except except, in the case of clause (ii) above, for such Defaults as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect. The Company's and the Guarantors' execution, delivery and performance of this Agreement, the Registration Rights Agreement, Transaction Documents by the DTC Agreement, Issuers and the IndentureGuarantors party thereto, and the issuance and delivery of the Notes or Securities and the Exchange NotesSecurities, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum (ix) have been duly authorized by all necessary corporate, limited partnership or limited liability company, as applicable, action and will not result in any violation of the provisions of the charter charter, bylaws or by-laws other constitutive document of either of the Company, the Guarantors Issuers or any other Significant Subsidiary of the Companytheir respective Subsidiaries, (iiy) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of either of the Company, the Guarantors Issuers or any other Significant Subsidiary of the Company their respective Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, Debt Repayment Trigger Events, liens, charges or encumbrances as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Change Effect and (iiiz) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to either of the Company, the Guarantors Issuers or any subsidiary of the Companytheir respective Subsidiaries, except such violations of law, administrative regulation or administrative or court decree that as would not, individually or in the aggregate, reasonably be expected to result in not have a Material Adverse ChangeEffect. 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 or the Guarantors' execution, delivery and performance of this Agreement, the Registration Rights Agreement, Transaction Documents by either of the DTC Agreement, Issuers or any of the IndentureGuarantors to the extent a party thereto, or the issuance and delivery of the Notes Securities or the Exchange NotesSecurities, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum, except (i) as expressly contemplated by this Agreement, such as have been obtained or made by the Company Issuers and are in full force and effect under the Securities Acteffect, applicable state securities or blue sky laws or (ii) of the several states of the United States and any foreign jurisdictions and except such as may be required by federal and state the Securities Act, the Exchange Act or the securities laws of the several states of the United States and any foreign jurisdictions with respect to the Company's Issuers’ 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 right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by either of the Issuers or any of their respective Subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the Company, 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, the Guarantors Company or any other Significant Subsidiary of the Company 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, 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, the Guarantors Company or any subsidiary of the Companyits subsidiaries, except such violations of law, administrative regulation or administrative or court decree that 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 or the Guarantors' execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws or (ii) such as may be required by federal and state securities laws with respect to the Company's obligations under the Registration Rights Agreement.for

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in 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 and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the Companysubsidiary, (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, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected to 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, the Guarantors Company or any subsidiary of the Company, except such violations of law, administrative regulation or administrative or court decree that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Changeits 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 or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement, the Time of Sale Prospectus and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or Financial Industry Regulatory Authority, Inc. (ii“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 as may be required indebtedness by federal and state securities laws with respect to the Company's obligations under the Registration Rights AgreementCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notcould not be expected, individually or in the aggregate, reasonably be expected to result in 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 and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the Company, 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, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected to 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, the Guarantors Company or any subsidiary of the Companyits subsidiaries, except such violations except, in case of law, each of clauses (ii) and (iii) (but only in respect of laws other than federal securities laws and of administrative regulation regulations or administrative or court decree decrees other than under federal securities laws) above, for any such conflict, breach, violation, Default, lien, charge or encumbrance that would notcould not be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse ChangeEffect 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 or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws or (ii) such as may be required by federal and state securities laws with respect to the Company's obligations under the Registration Rights Agreement.the

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notcould not be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' ’s execution, delivery and performance of its obligations under this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum Agreement (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, the Guarantors Company or any other Significant Subsidiary of the Company, 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, the Guarantors Company or any other Significant Subsidiary of the Company 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, 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, the Guarantors Company or any subsidiary of the Company, except such violations of law, administrative regulation or administrative or court decree that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Changeits 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 or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement, the Time of Sale Prospectus and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or 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 (iior any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such as may be required indebtedness by federal and state securities laws with respect to the Company's obligations under the Registration Rights AgreementCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the Company, 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, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected to 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, the Guarantors Company or any subsidiary of the Companyits subsidiaries, except such violations in the case of law, administrative regulation or administrative or court decree that clauses (ii) and (iii) as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company's or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws or (ii) such as may be required by federal and state securities laws with respect to the Company's obligations under the Registration Rights Agreement.of

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot be reasonably expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the Company, 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, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected to 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, the Guarantors Company or any subsidiary of the Companyits subsidiaries, except for such conflicts, breaches or violations of law, administrative regulation or administrative or court decree specified in subsection (ii) and (iii) above that would not, individually or in the aggregate, 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 or the Guarantors' execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws or (ii) such as may be required by federal and state securities laws with respect to the Company's obligations under the Registration Rights Agreement.required

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the Company, 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, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected to 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, the Guarantors Company or any subsidiary of the Companyits subsidiaries, except such violations in the case of law, administrative regulation or administrative or court decree that clauses (ii) and (iii) as would notnot reasonably be expected, 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 or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws or (ii) such as may be required by federal and state securities laws with respect to the Company's obligations under the Registration Rights Agreement.Statement,

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is in violation of its charter articles of association 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby hereby, by the Deposit Agreement and by the Offering Memorandum Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing 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 in the French Listing Prospectus (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 by‑laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, the Guarantors Company or any other Significant Subsidiary of the Companysubsidiary, (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, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected to 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, the Guarantors Company or any subsidiary of the Companyits subsidiaries, except for such violations of lawviolations, administrative regulation conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or administrative or court decree that 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 ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company's or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby hereby, by the Deposit Agreement and by the Offering MemorandumRegistration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the Prospectus, except for the approval by AMF of the French Listing Prospectus and the publication by Euronext of notices (iavis) with respect to the listing of the Firm Shares, the Option Shares and the Underlying Shares and such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (ii“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 as may be required holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by federal and state securities laws with respect to the Company's obligations under the Registration Rights AgreementCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the Companyits 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, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected 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, the Guarantors Company or any subsidiary of the Companyits subsidiaries, except for such violations of law, administrative regulation or administrative or court decree that as would notnot be expected, 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 or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc (ii“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 as may be required indebtedness by federal and state securities laws with respect to the Company's obligations under the Registration Rights AgreementCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is (a) in violation of its charter or by-laws or is similar organizational documents, (b) in default (or, with the giving of notice or lapse of time, would be in default) ("“Default"”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it the Company or any of them its subsidiaries may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the their respective property or assets of the Company, the Guarantors or any of its Significant Subsidiaries is subject (each, an "“Existing Instrument"”), except for such Defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse ChangeEffect or that would reasonably be expected to adversely affect the consummation of the offering of the Securities or any of its obligations under this Agreement, or (c) in violation of any law, administrative regulation or administrative or court decree applicable to the Company, except for such violations as would not, individually or in the aggregate, result in a Material Adverse Effect or that would reasonably be expected to adversely affect the consummation of the offering of the Securities or any of its obligations under this Agreement. The Company's and the Guarantors' execution, delivery and performance of this Agreement, Agreement by the Registration Rights Agreement, the DTC Agreement, and the Indenture, Company and the issuance and delivery of the Notes or Securities by the Exchange Notes, Company and the consummation of the transactions contemplated hereby herein and thereby in the Registration Statement, the General Disclosure Package and by the Offering Memorandum Prospectus (iincluding the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) have been duly authorized by all necessary action and (A) will not result in any violation of the provisions of the charter Amended and Restated Certificate of Incorporation or by-laws of the Company, the Guarantors or any other Significant Subsidiary of the Company, (iiB) 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, the Guarantors or any other Significant Subsidiary asset of the Company pursuant to, or require the consent of any other party to, to any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change and (iiiC) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except, in the Guarantors or any subsidiary case of the Companyclauses (B) and (C), except for such conflicts, breaches, Defaults, liens, charges, encumbrances or violations of law, administrative regulation or administrative or court decree that as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agencyagency having jurisdiction over the Company or any of its subsidiaries or any of their properties, is required for (A) the Company's or the Guarantors' execution, delivery and performance of this Agreement, Agreement by the Registration Rights Agreement, Company and (B) the DTC Agreement, or the Indenture, or the issuance and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandumherein, except (i1) such as have been will be obtained or made by the Company and are in full force and effect under the Securities 1933 Act and the 1934 Act, applicable state securities or blue sky laws laws, (2) as shall have been obtained or made prior to the Closing Time and (ii3) such as may be required by federal and state securities laws with respect to the Company's obligations have been obtained under the Registration Rights Agreementlaws and regulations of jurisdictions outside the United States in which the Reserved Securities were offered.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notcould not be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby hereby, by the Deposit Agreement and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the Company, 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, the Guarantors Company or any other Significant Subsidiary of the Company 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, 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, the Guarantors Company or any subsidiary of the Company, except such violations of law, administrative regulation or administrative or court decree that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Changeits 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 or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby hereby, by the Deposit Agreement and by the Offering MemorandumRegistration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or Financial Industry Regulatory Authority, Inc. (ii“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 as may be required indebtedness by federal and state securities laws with respect to the Company's obligations under the Registration Rights AgreementCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company Corporation nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Corporation or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "Existing Instrument"), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The CompanyCorporation's and the Guarantors' execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum Registration Statement and the Prospectuses 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 and the Prospectuses 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, the Guarantors Corporation or any other Significant Subsidiary of the Companysubsidiary, (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, the Guarantors Corporation or any other Significant Subsidiary of the Company its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected 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, the Guarantors Corporation or any subsidiary of the Company, except such violations of law, administrative regulation or administrative or court decree its subsidiaries that 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 CompanyCorporation's or the Guarantors' execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement and the Prospectuses, except (i) such as have been obtained or made by the Company Corporation and are in full force and effect under the U.S. Securities Act, Act and Canadian Securities Laws and such as may be required under applicable state securities or blue sky laws or FINRA (iidefined below). 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 as may be required indebtedness by federal and state securities laws with respect to the Company's obligations under the Registration Rights AgreementCorporation or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby hereby, by the Deposit Agreement and by the Offering Memorandum Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing 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 in the French Listing Prospectus (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, the Guarantors Company or any other Significant Subsidiary of the Companysubsidiary, (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, the Guarantors Company or any other Significant Subsidiary of the Company 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, 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, the Guarantors Company or any subsidiary of the Companyits subsidiaries, except for such violations of lawviolations, administrative regulation conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or administrative or court decree that 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 ChangeEffect. 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 or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby hereby, by the Deposit Agreement and by the Offering MemorandumRegistration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (iavis) with respect to the listing of the Firm Shares, the Optional Shares and the Underlying Shares and such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (ii“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 as may be required holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by federal and state securities laws with respect to the Company's obligations under the Registration Rights AgreementCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary Subsidiaries is in violation of its charter or by-laws bylaws 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 the Company, the Guarantors Company or any other Significant Subsidiary of the Subsidiaries is a party or by which it or any of them may be bound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company's existing senior credit facilityCompany or any of the Subsidiaries), or to which any of the property or assets of the Company, the Guarantors Company or any of its Significant the Subsidiaries is subject (each, an "“Existing Instrument"”), except for such Defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum Prospectus and the 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 bylaws, operating agreement or similar organizational document of the Company, the Guarantors Company or any other Significant Subsidiary of the CompanySubsidiary, 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, the Guarantors Company or any other Significant Subsidiary of the Company Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges Defaults or encumbrances Debt Repayment Triggering Events as would not, individually or in the aggregate, 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, the Guarantors Company or any subsidiary of the Company, except such violations of law, administrative regulation or administrative or court decree that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse ChangeSubsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company's or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumProspectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws laws; provided, however, the Company does not make any representation as to any required consent, approval, authorization or other order of, or registration or filing with, the Financial Industry Regulatory Authority, Inc. (ii“FINRA”).As used herein, a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such as may be required indebtedness by federal and state securities laws with respect to the Company's obligations under Company or any of the Registration Rights AgreementSubsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notcould not be expected, individually or in the aggregate, reasonably be expected to result in 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 and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, Agreement and the IndenturePre-Funded Warrants, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the Company, 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, the Guarantors or any other Significant Subsidiary 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, 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, the Guarantors or any subsidiary of the Company, except such violations of law, administrative regulation or administrative or court decree that 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 or the Guarantors' execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws or (ii) such as may be required by federal and state securities laws with respect to the Company's obligations under the Registration Rights Agreement.Debt

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary is in violation of its charter or by-laws or is in default (orThe Selling Stockholder’s execution and delivery of, with the giving of notice or lapse of time, would be in default) ("Default") under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company, the Guarantors or any other Significant Subsidiary is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility), or to which any of the property or assets of the Company, the Guarantors or any of its Significant Subsidiaries is subject (each, an "Existing Instrument"), except for such Defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' execution, delivery and performance of its obligations under, this Agreement, the Registration Rights Agreement, the DTC Agreement, Repurchase Agreement and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum Exchanges (i) have been duly authorized by all necessary corporate action and will not result in contravene any violation of the provisions provision of the charter or by-laws of the Company, the Guarantors or Selling Stockholder in any other Significant Subsidiary of the Companymaterial respect, (ii) will not conflict with contravene any agreement or constitute a breach of, other instrument binding upon the Selling Stockholder that is material to the Selling Stockholder or Default under, or result in to the creation or imposition of any lien, charge or encumbrance upon any property or assets of the CompanySelling Stockholder’s ability to perform its obligations under this Agreement, the Guarantors Repurchase Agreement or any other Significant Subsidiary of the Company pursuant toExchanges, 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, reasonably be expected to 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 CompanySelling Stockholder of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Guarantors or any subsidiary of the CompanySelling Stockholder, except except, with respect to clauses (ii) and (iii) only, for such violations of law, administrative regulation or administrative or court decree that would notthat, individually or in the aggregate, could not reasonably be expected to result impair, in a Material Adverse Changeany material respect, the ability of the Selling Stockholder to perform its obligations under this Agreement, the Repurchase Agreement or the Exchanges. 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 or the Guarantors' executionSelling Stockholder’s execution and delivery of, delivery and performance of its obligations under, this Agreement, the Registration Rights Agreement, the DTC Agreement, Repurchase Agreement or the Indenture, or the issuance and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumExchanges, except (i) such as have been obtained or made by the Company and are in full force and effect registration of the Shares under the Securities Act, applicable state securities or blue sky laws or (ii) such as may be required by federal the securities or Blue Sky laws of the various states in connection with the offer and state securities laws with respect sale of the Shares, (iii) as have been obtained or made and (iv) where the failure to so obtain or make individually or in the Company's aggregate could not reasonably be expected to impair, in any material respect, the ability of the Selling Stockholder to perform its obligations under this Agreement, the Registration Rights AgreementRepurchase Agreement or the Exchanges.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is in violation of its charter or by-laws laws, partnership agreement or operating agreement or similar organizational document, as applicable, except, in the case of any subsidiary, for such violation as could not reasonably be expected to result in a Material Adverse Change or otherwise require any disclosure under the Securities Act or Exchange Act. Neither the Company nor any of its subsidiaries is in default (or, with the giving of notice or lapse of time, would be in default) ("“Default"”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company's existing senior credit facilityCompany or any of its subsidiaries ), or to which any of the property or assets of the Company, the Guarantors Company or any of its Significant Subsidiaries subsidiaries is subject (each, an "“Existing Instrument"”), except for such Defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby by each Applicable Prospectus and by the Offering Memorandum 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 document of (A) the CompanyCompany or (B) any subsidiary, the Guarantors or any other Significant Subsidiary of the Companyas 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 material property or assets of the Company, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected to 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, the Guarantors Company or any subsidiary of the Companysubsidiary, except with respect to clauses (i)(B), (ii) and (iii), for such conflicts, breaches, Defaults, Debt Repayment Triggering Events, liens, charges, encumbrances or violations of law, administrative regulation or administrative or court decree that 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 or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandumeach Applicable Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from 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 (iior any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such as may be required indebtedness by federal and state securities laws with respect to the Company's obligations under the Registration Rights AgreementCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notcould not be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse ChangeChange or as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the Companysubsidiary, (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, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected to 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, the Guarantors Company or any subsidiary of the Companyits subsidiaries, except such violations except, in case of law, each of clauses (ii) and (iii) (but only in respect of laws other than federal securities laws and of administrative regulation regulations or administrative or court decree decrees other than under federal securities laws) above, for any such conflict, breach, violation, Default, lien, charge or encumbrance that would notcould not be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse ChangeChange 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 or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement, the Time of Sale Prospectus and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (ii“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 as may be required indebtedness by federal and state securities laws with respect to the Company's obligations under the Registration Rights AgreementCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries 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, reasonably be expected to result in have a Material Adverse ChangeEffect. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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 Company, the Guarantors Company or any other Significant Subsidiary of the Companysubsidiary, (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, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably be expected to 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, the Guarantors Company or any subsidiary of its subsidiaries, except, in the Companycase of clauses (ii) and (iii) above, except such violations of law, administrative regulation or administrative or court decree that as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company's or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement, the Time of Sale Prospectus and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (ii“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 as may be required indebtedness by federal and state securities laws with respect to the Company's obligations under the Registration Rights AgreementCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries and consolidated affiliated entities is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries and consolidated affiliated entities is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notcould not reasonably be expected, individually or in the aggregate, reasonably be expected to result have a material adverse effect on the condition (financial or other), earnings, business, properties, operations, assets, liabilities or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries and consolidated affiliated entities, considered as one entity (a “Material Adverse ChangeEffect”). The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby hereby, by the Deposit Agreement and by the Offering Memorandum 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 or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, the Guarantors Company or any other Significant Subsidiary of the Company, subsidiary and consolidated affiliated entity (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, the Guarantors Company or any other Significant Subsidiary of the Company its subsidiaries and consolidated affiliated entities 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, reasonably be expected to 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 Company, the Guarantors Company or any subsidiary of the Company, except such violations of law, administrative regulation or administrative or court decree that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Changeits subsidiaries and consolidated affiliated entities. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company's or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby hereby, by the Deposit Agreement and by the Offering MemorandumRegistration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or 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 (iior any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such as may be required indebtedness by federal the Company or any of its subsidiaries and state securities laws with respect to the Company's obligations under the Registration Rights Agreementconsolidated affiliated entities.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "Existing Instrument"), except for such Defaults as would notcould not be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect. The Company's and the Guarantors' execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the Companysubsidiary, (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, the Guarantors Company or any other Significant Subsidiary of the Company its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflictsother than the Company's obligation under (x) its Credit Facility with Citizens Bank, breachesN.A., Defaultsas lender, liensand (y) its Credit Facility with XxXxxxx Capital Partners SBIC, charges or encumbrances as would notL.P., individually or in to use between 50% and 100% of the aggregatenet proceeds from the offering and sale of the Offered Shares to repay the respective outstanding debt thereunder, 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, the Guarantors Company or any subsidiary of the Company, except such violations of law, administrative regulation or administrative or court decree that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Changeits 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 or the Guarantors' execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement, the Time of Sale Prospectus and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities or blue sky laws or 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 (iior any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such as may be required indebtedness by federal and state securities laws with respect to the Company's obligations under the Registration Rights AgreementCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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, the Guarantors Company or any other Significant Subsidiary of the Company, 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, the Guarantors Company or any other Significant Subsidiary of the Company 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, reasonably not 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, the Guarantors Company or any subsidiary of the Company, except such violations of law, administrative regulation or administrative or court decree that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Changeits 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 or the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance Agreement and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering MemorandumRegistration Statement, the Time of Sale Prospectus and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, Act and such as may be required under applicable state securities laws, the laws of the Cayman Islands, or blue sky laws or 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 (iior any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such as may be required indebtedness by federal and state securities laws with respect to the Company's obligations under the Registration Rights AgreementCompany or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is in violation of its charter certificate of incorporation 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 the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property their respective properties or assets of the Company, the Guarantors or any of its Significant Subsidiaries is are subject (each, an "“Existing Instrument"”), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse ChangeEffect. The Company's and the Guarantors' ’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, and the Indenture, and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum 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 certificate of incorporation or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, the Guarantors Company or any other Significant Subsidiary of the Companysubsidiary, (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, the Guarantors Company or any other Significant Subsidiary of the Company 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 that would notnot reasonably be expected, 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 Company, the Guarantors Company or any subsidiary of the Company, except such violations of law, administrative regulation or administrative or court decree that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Changeits 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 or the Guarantors' execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance and delivery of the Notes or the Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws or (ii) such as may be required by federal and state securities laws with respect to the Company's obligations under the Registration Rights Agreement.’s

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other Significant Subsidiary its subsidiaries is in violation of its charter or by-laws bylaws or is in default (orin the performance or observance of any obligation, with the giving of notice agreement, covenant or lapse of timecondition contained in any contract, would be in default) ("Default") under any indenture, mortgage, deed of trust, loan or credit agreement, note, contract, franchise, lease or other agreement or instrument to which the Company, the Guarantors Company or any other Significant Subsidiary of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility)bound, or to which any of the property or assets of the Company, the Guarantors Company or any of its Significant Subsidiaries subsidiaries is subject (eachcollectively, an "Existing Instrument"the “Agreements and Instruments”), except for such Defaults as defaults that would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse ChangeEffect. The Company's and the Guarantors' execution, delivery and performance of this Agreement, the Registration Rights AgreementIndenture, the DTC Agreement, Notes and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby or in the Disclosure Package and the Indenture, Prospectus and the issuance and delivery of the Notes or the Exchange Notes, and consummation of the transactions contemplated hereby herein and thereby in the Disclosure Package and the Prospectus (including the issuance and sale of the Notes and the use of the proceeds from the sale of the Notes as described in the Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Offering Memorandum (i) Company with its obligations hereunder and under the Indenture and the Notes 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, the Guarantors or any other Significant Subsidiary of the Company, (ii) will not conflict with or constitute a breach of, or Default default or a Repayment 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, the Guarantors Company or any other Significant Subsidiary of the Company its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Agreements and Instruments except for such conflicts, breaches, Defaults, breaches or defaults or liens, charges or encumbrances as would notthat, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Change and (iii) Effect, nor will not such action result in any violation of the provisions of the charter, bylaws or the memorandum and articles of association, as applicable, or other organizational documents of the Company or any of its subsidiaries or any applicable law, administrative regulation statute, rule, regulation, judgment, order, writ or administrative decree of any government, government instrumentality or court decree applicable to court, domestic or foreign, having jurisdiction over the Company, the Guarantors Company or any subsidiary of its subsidiaries or any of their assets or properties. As used herein, a “Repayment Event” means any event or condition which gives the Companyholder of any note, except debenture or other evidence of indebtedness (or any person acting on such violations holder’s behalf) the right to require the repurchase, redemption or repayment of law, administrative regulation all or administrative a portion of such indebtedness by the Company or court decree that would not, individually or in the aggregate, reasonably be expected any of its subsidiaries prior to result in a Material Adverse Changeits scheduled maturity. No consent, approval, authorization or other order ofauthorization, or order, license, registration or filing with, qualification of or with any such government instrumentality or court or other governmental or regulatory authority or agency, is required for the Company's or the Guarantors' execution, delivery issue and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, or the Indenture, or the issuance and delivery sale of the Notes or the Exchange Notes, or consummation by the Company of the transactions contemplated hereby and thereby and by this Agreement, the Offering MemorandumIndenture or the Notes, except (i) such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws or (ii) such the Trust Indenture Act and as may be required by federal and under state securities or “blue sky” laws in connection with respect to the Company's obligations under purchase and distribution of the Registration Rights AgreementNotes by the Underwriters.