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

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association or 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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement and by the 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 articles of association or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration 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 (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is are in violation of its articles of association their respective charter or by-laws, partnership agreement laws or operating agreement or similar organizational documents, as applicable, or is are in default (or, with the giving of notice or lapse of time, would be in default) (“a "Default”") under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is are a party or by which it or any of them may be boundbound (including, without limitation, the Company's warehouse credit facility with ), or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “"Existing Instrument”"), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s 's execution, delivery and performance of this Agreement, Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the 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 articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, laws of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s 's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration 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 (avis) 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 and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. (“FINRA”) or NASDAQthe "NASD"). As used herein, a “"Debt Repayment Triggering Event” " means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither None of the Company nor Company, the Guarantor or any of its subsidiaries the Guarantor’s Significant Subsidiaries is (i) in violation of its articles of association or 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 timetime or both, would be in default) (“Default”) under its articles of incorporation, charter or by-laws, (ii) in Default under any indenture, loanmortgage, loan or credit agreement, deed of trust, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreementobligation, mortgage condition, covenant or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or the Guarantor or any of its the Guarantor’s subsidiaries is a party or by which it or any of them may be bound, bound or to which any of their respective properties the property or assets are of the Company or the Guarantor or any of the Guarantor’s subsidiaries is subject (each, an “Existing Instrument”)) or (iii) in violation of any statute, except law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or the Guarantor or any of the Guarantor’s subsidiaries or any of their properties, as applicable, except, with respect to clauses (ii) and (iii) only, for such Defaults or violations as would not reasonably be expectednot, individually or in the aggregate, to aggregate have a Material Adverse Effect. The Each of the Company’s and the Guarantor’s execution, delivery and performance of this Agreement, Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement Disclosure Package and by the 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 Default under the articles of association incorporation, charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, laws of the Company Company, the Guarantor or any subsidiaryof the Guarantor’s subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or the Guarantor or any of its subsidiaries the Guarantor’s Significant Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration 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 (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Guarantor or any of its subsidiaries.the Guarantor’s Significant Subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-lawsbylaws, partnership agreement or operating agreement or similar organizational documentsdocument, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries), or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectedexpected to, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the 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 Shares by 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 Selling Shareholders (i) have been duly authorized by all necessary corporate action of the Company and will not result in any violation of the provisions of the articles of association charter or by-lawsbylaws, partnership agreement or operating agreement or similar organizational documents, as applicable, document of the Company or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such breaches, Defaults or results, or failure to obtain such consent, as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change and (iii) will not not, assuming the Underwriters’ compliance with their obligations under this Agreement, result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariessubsidiary, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above violations as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and the Company’s consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration 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 (avis) with respect to the listing of the Firm Shares, the Optional Shares and the Underlying Shares and 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 and such as Act, or that may be required under applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documentsdocument, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries ), or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the Subscription Agreements and the Escrow Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby or thereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing each Applicable Prospectus and the issuance and sale of the Offered Securities (including and compliance by the use of proceeds from Company with the sale terms and provisions 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 Warrants (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, document of the Company or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectsubsidiary. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQNASD. As used herein, a “Debt Repayment Triggering Event” means any event or condition which givesFor purposes of qualification under state securities, or “blue sky,” laws, the Company has listed with the giving of notice S&P Company Guide, which listing will be effective on or lapse of time would give, before 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 subsidiariesClosing Date.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its articles of association or 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 timetime or both, would be in default) (“Default”) under its charter, bylaws or similar organizational documents, (ii) in Default under any indenture, loanmortgage, loan or credit agreement, deed of trust, note, lease, license agreement, contract, franchise franchise, lease or other agreement or instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, the Existing Indenture and the Company’s Senior Credit Agreement (the “Senior Credit Agreement”), dated as of September 13, 2011, among the Company, certain of the Company’s subsidiaries, the lenders listed therein, BOKF, NA, DBA Bank of Oklahoma, as administrative agent and with Compass Bank as joint-lead arrangers, joint bookrunners and co-syndication agents, and Bank of America, N.A. and Bank of Montreal as co-documentation agents), or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its properties, except, with respect to clause (ii) only, for such Defaults as would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreementthe Transaction Documents by the Company and the Guarantors party thereto, and the issuance and delivery of the Securities and the Exchange Securities, and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and thereby and by the 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 Offering Memorandum (i) have been duly authorized by all necessary corporate (or similar) action and will not result in any violation of Default under the provisions of the articles of association charter or by-laws, partnership agreement or operating agreement bylaws or similar organizational documents, as applicable, document of the Company or any subsidiaryof its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company or any of its subsidiariessubsidiaries of any court, except for such violationsregulatory body, conflictsadministrative agency, breachesgovernmental body, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization arbitrator or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration 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 (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by having jurisdiction over the Company or any of its subsidiaries.sub-

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (a) in violation of its articles of association charter or by-laws, partnership agreement or operating agreement laws or similar organizational documents, as applicable, or is (b) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it the Company or any of them its subsidiaries may be bound, or to which any of their respective properties property or assets are is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse EffectEffect 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 execution, delivery and performance of this Agreement, Agreement by the Company and the issuance and delivery of the Securities by the Company and the consummation of the transactions contemplated hereby, by the Deposit Agreement herein and by in the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, General Disclosure Package and the Prospectus and the French Listing Prospectus and (including the issuance and sale of the Offered Securities (including and the use of the proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus therein under the caption “Use of Proceeds”) and in the French Listing Prospectus (iA) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles Amended and Restated Certificate of association Incorporation or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, laws of the Company or any subsidiaryCompany, (iiB) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets asset of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, to any Existing Instrument, and (iiiC) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any Company, except, in the case of its subsidiariesthe clauses (B) and (C), except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Eventliens, liencharges, charge encumbrances or encumbrance specified in clauses (ii) and (iii) above violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agencyagency having jurisdiction over the Company or any of its subsidiaries or any of their properties, is required for, or in connection with, for (A) the Company’s execution, delivery and performance of this Agreement by the Company and (B) the consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the Prospectusherein, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis1) with respect to the listing of the Firm Shares, the Optional Shares and the Underlying Shares and 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 such as may be required under the 1934 Act, applicable state securities or blue sky laws, (2) as shall have been obtained or made prior to the Closing Time and (3) such as have been obtained under the laws or and regulations of jurisdictions outside the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition United States in which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesReserved Securities were offered.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its articles of association charter or by-lawsbylaws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except except, solely in the case of (ii), for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus Statement 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 Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association charter or by-lawsbylaws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering EventEvents, lienliens, charge charges, encumbrances or encumbrance violations specified in clauses (ii) and (iii) above as that would notnot be reasonably expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 and such as may be required under applicable state securities or blue sky laws or laws, the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQthe Principal Market. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles certificate of association incorporation or 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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would could not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus hereby and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Time of Sale Prospectus Statement 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 articles certificate of association incorporation or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary, subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Default or Debt Repayment Triggering Events or liens, charges or encumbrances that would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration 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 (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.or

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company Corporation nor any of its subsidiaries is in violation of its articles of association charter or 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, loan, credit agreement, note, lease, license agreement, contract, 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 Corporation or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “"Existing Instrument”"), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s Corporation's execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus Statement and the French Listing Prospectus Prospectuses and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus Prospectuses 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 articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company Corporation or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Corporation or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing InstrumentInstrument except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company Corporation or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as subsidiaries that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. 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, or in connection with, for the Company’s Corporation's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus Statement and the ProspectusProspectuses, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 Corporation and are in full force and effect under the U.S. Securities Act and Canadian Securities Laws and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. FINRA (“FINRA”) or NASDAQdefined 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 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Corporation or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company Parent Guarantor nor any of its subsidiaries is (i) in violation of its articles of association charter, bylaws or by-laws, partnership agreement other constitutive document or operating agreement or similar organizational documents, as applicable, or is (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company Parent Guarantor or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, that certain Credit Agreement, dated as of January 7, 2019, among Celanese Corporation, Celanese US Holdings LLC, Celanese Europe B.V., Xxxxxx X.X., certain subsidiaries of Celanese US Holdings LLC from time to time party thereto as borrowers, each lender from time to time party thereto, Bank of America, N.A., as administrative agent, a swing line lender and an L/C issuer, and the other financial institutions party thereto), or to which any of their respective properties the property or assets are of the Parent Guarantor or any of its subsidiaries is subject (each, an “Existing Instrument”), except except, in the case of clause (ii) above, for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the DTC Agreement and the Indenture by the Company and the Guarantors, as applicable, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and thereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus Disclosure Package 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 articles of association charter, bylaws or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, other constitutive document of the Company or any subsidiaryGuarantor, (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 Parent Guarantor or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company Parent Guarantor or any of its subsidiariessubsidiary, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration 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 (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.,

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither None of the Company nor or any of its subsidiaries subsidiaries, or, to the knowledge of the Company, ICG or any of its subdisiaries, is in violation of its articles of association or charter, by-laws, partnership agreement laws or operating agreement other organizational documents or similar organizational documents, as applicable, 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, loanmortgage, deed of trust, loan or credit agreement, note, lease, license agreement, contract, franchise lease or other agreement or instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries or ICG or any of its subsidiaries, as applicable, is a party or by which it or any of them may be bound, or to which any of their respective the assets, properties or assets are operations of the Company or any of its subsidiaries or ICG or any of its subsidiaries, as applicable, is subject (eachcollectively, an “Existing InstrumentAgreements and Instruments”), except for such Defaults as defaults that would not reasonably be expected, individually or result in an Arch Coal Material Adverse Effect in the aggregatecase of the Company, to have or a Combined Company Material Adverse EffectEffect in the case of the Combined Company. The Company’s execution, delivery and performance of this Agreement, Agreement or the Merger Agreement 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 Prospectus and the consummation of the transactions contemplated hereby, by herein and in the Deposit Agreement Disclosure Package and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus and (including the issuance and sale of the Offered Securities (including Shares and the use of the proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”” in the Disclosure Package and the Prospectus) and in compliance by the French Listing Prospectus (i) Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not result in any violation not, whether with or without the giving of the provisions notice or passage of the articles of association time or by-lawsboth, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration 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 (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“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, gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries, except for such events or conditions contemplated as part of the transactions described under the caption “The Transactions” in the Disclosure Package and the Prospectus (each such event or condition, a “Repayment Event”) under, or result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Company or any of its subsidiaries pursuant to, any Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in an Arch Coal Material Adverse Effect in the case of the Company and in a Combined Company Material Adverse Effect in the case of the Combined Company), nor will such action result in any violation of the provisions of the charter, by-laws or other organizational documents of the Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their assets, properties or operations.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (A) in violation of its articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is (B) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not be reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus Statement and the French Listing Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Time of Sale Prospectus Statement 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 articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary, subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violationsexcept, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in with respect to clauses (ii) and (iii) above as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. FINRA (“FINRA”) or NASDAQas 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 indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or 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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would could not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus Statement and the French Listing Prospectus U.S. Prospectuses and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus U.S. Prospectuses 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 articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary, subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as subsidiaries that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus Statement and the ProspectusU.S. Prospectuses, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. FINRA (“FINRA”) or NASDAQas 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 indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documentsdocument, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries ), or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing each Applicable 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 Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, document of the Company or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party toto (except for those consents which have been validly obtained or waived prior to the date hereof), any Existing Instrument, except for such conflicts, breaches, Defaults or results, or failure to obtain such consents, as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariessubsidiary, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above violations as would notnot reasonably by expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither None of the Company nor Company, the Guarantors or any of its subsidiaries the Subsidiaries is in violation of its articles of association or by-lawscharter, partnership agreement or operating agreement by laws or similar organizational documents, as applicable, documents or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company Company, the Guarantors or any of its subsidiaries the Subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, the U.S. Credit Agreement with Mercedes-Benz Financial Services USA LLC and Toyota Motor Credit Corporation and the U.K. Credit Agreement with the Royal Bank of Scotland plc and BMW Financial Services (GB) Limited), or to which any of their respective properties the property or assets are of the Company, the Guarantors or any of the Subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this AgreementAgreement and the Indenture by the Company and each Guarantor party thereto, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the 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) thereby have been duly authorized by all necessary corporate or similar action and (i) will not result in any violation of the provisions of the articles of association or by-lawscharter, partnership agreement or operating agreement by laws or similar organizational documents, as applicable, document of the Company or any subsidiaryGuarantor, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries Guarantor pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiariessubsidiaries or any of their respective properties, except for such violationsassets or operations (each, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect“Governmental Entity”). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, Governmental Entity is required for, or in connection with, for the Company’s or any Guarantor’s execution, delivery and performance of this Agreement or the Indenture or the issuance and delivery of the Securities and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the Prospectusthereby, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 and such as may be required under applicable state securities or blue sky laws laws. No consent of any floor plan lender, automobile manufacturer or distributor or any affiliate of any of the foregoing is required in connection with the sale of the Securities or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQconsummation of the transactions contemplated by this Agreement. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries the Subsidiaries is in violation of its articles of association charter or by-laws, partnership agreement bylaws or operating agreement or similar organizational documentsdocument, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument to which the Company or any 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, mortgage agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which indebtedness of the Company or any of its subsidiaries is a party or by which it or any of them may be boundthe Subsidiaries), or to which any of their respective properties the property or assets are of the Company or any of the Subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the 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 Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association charter or by-lawsbylaws, partnership agreement or operating agreement or similar organizational documents, as applicable, document of the Company or any subsidiarySubsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries the Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults or Debt Repayment Triggering Events as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectSubsidiary. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration 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 (avis) 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 and such as may be required under 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. (“FINRA”) or NASDAQ. As FINRA”).As used herein, a “Debt Repayment Triggering Event” means any event or condition which that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesthe Subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-lawsbylaws, partnership agreement or operating agreement or similar organizational documentsdocument, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries), or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this AgreementAgreement and the New Credit Facility, and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by each Applicable Prospectus under the Registration Statement, the F-6 Registration Statement, the Time caption “Use of Sale Prospectus, the Prospectus and the French Listing Prospectus Proceeds” and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities assuming that such transactions are consummated as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”so contemplated) 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 articles of association charter or by-by laws, partnership agreement or operating agreement or similar organizational documents, as applicable, document of the Company or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or or, result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and except to the extent that (x) such creation or imposition is disclosed in the Time of Sale Prospectus, or (y) such breach, default, creation or imposition would not, individually or in the aggregate, result in a Material Adverse Change, (iii) will not result in any violation of any law, law or administrative regulation applicable to the Company or any subsidiary, except to the extent that such violation would not, individually or in the aggregate, result in any Material Adverse Change, and (iv) will not result in any violation of any administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectsubsidiary. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and the New Credit Facility, and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis1) with respect to the listing of the Firm Shares, the Optional Shares and the Underlying Shares and such as are required under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”) and have been obtained or made by the Company and are in full force and effect under the Securities Act and (2) such notices, registrations and filings with governmental agencies as may be are required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesHealthcare Laws and are in full force and effect.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documentsdocument, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries ), or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the 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 Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, document of the Company or any subsidiary, as applicable; (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariessubsidiary, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration 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 (avis) 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 and such as may be required under Act, applicable Canadian securities laws, applicable state securities or blue sky laws or and the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documentsdocument, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries), or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such violations (in the case of subsidiaries) or Defaults as would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated hereby, by the Deposit Agreement and by the 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 hereby (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association charter or by-laws, partnership agreement or operating agreement laws or similar organizational documents, as applicable, document of the Company or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary, including, without limitation, those governing the purchase of its subsidiariesconsumer-purpose retail installment sale contracts secured by personal property (including motor vehicles), except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration 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 (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.the

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither The issue and sale of the Securities and the compliance by the Company nor and the Guarantors with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of (i) any of its subsidiaries is in violation of its articles of association the terms or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicableprovisions of, or is in constitute a default (orunder, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, credit agreementdeed of trust, note, lease, license agreement, contract, franchise loan agreement or other agreement or 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 Company, the Guarantors or any of its their respective subsidiaries is a party or by which it the Company, the Guarantors or any of them may be bound, their respective subsidiaries is bound or to which any of the property or assets of the Company, the Guarantors or any of their respective properties or assets are subject subsidiaries is subject, (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement and by the 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”ii) 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 articles Certificate of association or byIncorporation, By-laws, partnership agreement or operating agreement laws or similar organizational documents, as applicable, documents of the Company or any subsidiaryGuarantor or (iii) any existing statute, (ii) will not conflict with order, rule or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition regulation of any liencourt or governmental agency or body having jurisdiction over the Company, charge or encumbrance upon any property or assets of the Company Guarantors or any of its their respective subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariestheir properties, except for such violationsexcept, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in the case of clauses (iii) and (iii) above as above, for such breaches or violations which would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. No Effect or prevent or be reasonably likely to prevent the Company or the Guarantors from performing their respective obligations hereunder; and 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, or in connection with, for the Company’s or any Guarantor’s execution, delivery and performance of this Agreement and or consummation of the transactions contemplated hereby, by the Deposit Agreement and Disclosure Package or by the Registration 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 (avis) 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 and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. Authority (the “FINRA”). None of the Company, the Guarantors or any of their respective subsidiaries is (i) in violation of its Certificate of Incorporation, By-laws or NASDAQ. As used hereinsimilar organizational documents, a “Debt Repayment Triggering Event” means (ii) in default in the performance or observance of any event obligation, covenant or condition which givescontained in any indenture, or with the giving mortgage, deed of notice or lapse of time would givetrust, the holder of any noteloan agreement, debenture lease or other evidence of indebtedness (agreement or any person acting on such holder’s behalf) the right instrument to require the repurchase, redemption which it is a party or repayment of all or a portion of such indebtedness by the Company which it or any of its subsidiariesproperties may be bound, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for, with respect to clauses (ii) and (iii) only, defaults that, individually or in the aggregate, would not have a Material Adverse Effect.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documentsdocument, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries), or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s Issuers’ execution, delivery and performance of this Agreement, the Indenture and the Registration Rights Agreement, the consummation by the Issuers of the transactions Transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus Offering Memorandum and the issuance and sale of the Offered Securities (including to be sold by 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 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 articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, document of the Company or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument (other than requiring the consent of General Electric Capital Corporation as administrative agent under the 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 or any of its subsidiariessubsidiary, except except, with respect to clauses (ii) and (iii), for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering EventEvents, lienliens, charge charges, encumbrances or encumbrance specified in clauses (ii) and (iii) above violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. 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, or in connection with, for the Company’s Issuers’ execution, delivery and performance of this Agreement and the consummation by the Issuers of the transactions Transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the ProspectusOffering Memorandum, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis1) 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 or the Trustee and are in full force and effect under the Securities Act and or the Trust Indenture Act, (2) such as may be required under applicable state securities or blue sky laws or laws, (3) such as may be required from the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”) or NASDAQand (4) as contemplated by the Registration Rights Agreement with respect to the Exchange Offer. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its significant subsidiaries (which includes the Principal Banking Subsidiary), is in violation of its articles of association respective charters or by-lawsbylaws, partnership agreement or 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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its significant subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, each of the Transaction Documents and the consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus Transactions and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities Depositary Shares 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 articles of association respective charters or by-lawsbylaws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any significant subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its significant subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its significant subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in the case of clauses (ii) and (iii) above such as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration 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 (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.​ ​

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documentsdocument, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries ), or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale each Applicable Prospectus, the Prospectus issuance and sale of the French Listing Prospectus Offered Securities, the exercise of the Offered Warrants, 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 Firm Warrant Shares and the Prospectus under the caption “Use of Proceeds”) and in the French Listing Prospectus Optional Warrant Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, document of the Company or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectsubsidiary. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-lawsbylaws, 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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would could not reasonably be expected, LEGAL_US_E # 152868058.8 individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus Statement and the French Listing Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Time of Sale Prospectus Statement 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 articles of association charter or by-lawsbylaws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary, subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except as could not be expected, individually or in the aggregate, to result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. FINRA (“FINRA”) or NASDAQas 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 indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or 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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus General Disclosure Package and the French Listing Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Time of Sale Prospectus General Disclosure Package 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 articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary, subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in the case of clauses (ii) and (iii) above as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its memorandum or articles of association association, charter or by-laws, partnership agreement or operating agreement or similar organizational documentsdocument, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries ), or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement and the Deposit Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and thereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing each Applicable Prospectus and the issuance and sale of the Offered Securities (including ADSs and the use of proceeds from the sale allotment and issue 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 Underlying Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum or articles of association association, charter or by-laws, partnership agreement or operating agreement or other similar organizational documents, as applicable, document of the Company or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary, except, in the case of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above above, as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and the Deposit Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and thereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 and such as may be required under Act, applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“and from FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or 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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the 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 Shares (including the use of proceeds from the sale of the Offered Securities Shares 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 articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults or Debt Repayment Triggering Events or liens, charges or encumbrances that would not, individually or in the aggregate, result in a Material Adverse Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance violations specified in clauses (ii) and this clause (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration 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 (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.have

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documentsdocument, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries ), or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing each Applicable 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 Shares (i) have been duly authorized by all necessary corporate action on the part of the Company and will not result in any violation of the provisions of the articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, document of the Company or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectsubsidiary. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”) or NASDAQ). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-lawsbylaws, 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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the 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 Shares (including the use of proceeds from the sale of the Offered Securities Shares 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 articles of association charter or by-lawsbylaws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary, subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in the case of clauses (ii) and (iii) above above, as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration 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 (avis) 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 and such as may be required under applicable state securities or blue sky laws or by FINRA in the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQmanner 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 (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or 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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not be reasonably be expected, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the 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 articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary, subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge breaches or encumbrance violations specified in clauses subsection (ii) and (iii) above as that would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse EffectChange. No Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration 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 (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries the Subsidiary is in violation of its articles of association or by-laws, partnership agreement or operating agreement laws or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries the Subsidiary is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would could not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus General Disclosure Package and the French Listing Prospectus and the issuance and sale of the Offered Securities and Warrant Shares (including the use of proceeds from the sale of the Offered Securities and Warrant Shares as described in the Registration Statement, the Time of Sale Prospectus General Disclosure Package 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 articles of association or by-laws, partnership agreement or operating agreement laws or similar organizational documents, as applicable, of the Company or any subsidiarythe Subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries the Subsidiary pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariesthe Subsidiary, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses the case of (ii) and (iii) above as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avisA) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”), (B) for the filing with the AMF of a notice under Section 12 of the Securities Act (Québec) (the “Québec Securities Act”), which notice has been filed, to which notice the AMF has not objected, or NASDAQin respect of which the time period during which the AMF may raise any objection has elapsed, all as prescribed by Section 12 of the Québec Securities Act and (C) if applicable, the filing of a report of exempt distribution under NI 45-106 with payment of applicable filing fees to, and if applicable, delivery of any final Canadian offering memorandum to (as applicable) the securities regulatory authority in each jurisdiction of Canada in which sales of the Offered Securities are made and such delivery is required. 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 subsidiariesthe Subsidiary.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-laws, partnership agreement bylaws or operating agreement or similar organizational documentslimited liability company agreement, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject that is material to the Company and its subsidiaries, considered as one entity (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement Disclosure Package and by the 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 the requisite corporate action and will not result in any violation of the provisions of the articles of association charter or by-laws, partnership agreement bylaws or operating agreement or similar organizational documentslimited liability company agreement, as applicable, of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) except as would not individually or in the aggregate result in a Material Adverse Change, will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectsubsidiary. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the ProspectusAgreement, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQeffect. 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 The Company nor any of its subsidiaries is not in violation of its articles of association charter or 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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective its properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus Statement 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 Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, laws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariesCompany, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering EventEvents, lienliens, charge charges, encumbrances or encumbrance specified in clauses (ii) and (iii) above as violations that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avisA) 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 and such as may be required under applicable state securities or blue sky laws laws, FINRA or the Financial Industry Regulatory Authority, Inc. Exchange and (“FINRA”B) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition such as have been obtained under the laws and regulations of jurisdictions outside the United States in which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.Directed Shares

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or 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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the 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 Shares (including the use of proceeds from the sale of the Offered Securities Shares 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 articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults or Debt Repayment Triggering Events or liens, charges or encumbrances that would not, individually or in the aggregate, result in a Material Adverse Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance violations specified in clauses (ii) and this clause (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration 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 (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is not (i) in violation of its articles certificate of association incorporation or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicablebylaws, or is (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective its properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the Representative’s Warrant Agreement, the Representative’s Warrant and each Lock-Up Agreement and the consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and thereby and by the Registration Statement, the F-6 Registration Statement, Pricing Disclosure Package or the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus and the issuance and sale of the Offered Securities Public Shares (including the use of proceeds from the sale of the Offered Securities thereof as described in the Registration Statement, the Time of Sale Prospectus and Pricing Disclosure Package or the Prospectus under the caption “Use of Proceeds”Prospectus) 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 articles certificate of association or by-lawsincorporation, bylaws, partnership agreement or agreement, operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary, Company; (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariesCompany, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in the case of clauses (ii) and (iii) above ), as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse EffectChange. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement, the Representative’s Warrant Agreement, the Representative’s Warrant and each Lock-Up Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and thereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and Pricing Disclosure Package or the Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 and such as may be required under applicable state securities or blue sky laws or FINRA or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQExchange. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesCompany.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-lawsbylaws, 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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the 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 Shares (including the use of proceeds from the sale of the Offered Securities Shares 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 articles of association charter or by-lawsbylaws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary, subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge breaches or encumbrance violations specified in clauses subsections (ii) and (iii) above as would not, individually or in the aggregate, that could not reasonably be expected to result in have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration 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 (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-lawsby‑laws, partnership agreement or operating agreement or similar organizational documentsdocument, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries ), or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing each Applicable 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 Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association charter or by-lawsby‑laws, partnership agreement or operating agreement or similar organizational documents, as applicable, document of the Company or any subsidiary, as applicable; (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, ; and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectsubsidiary. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration 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 (avisi) 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 and such as may be required under Act, applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“and from FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or 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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would could not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the 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 Shares (including the use of proceeds from the sale of the Offered Securities Shares 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 articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary, subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such Defaults or a Debt Repayment Triggering Event as would not be expected, individually or in the aggregate, to result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above violations as would notnot be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration 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 (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”) or NASDAQ). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither None of the Company nor Company, the Guarantors or any of its subsidiaries the Subsidiaries is in violation of its articles of association or by-lawscharter, partnership agreement or operating agreement by laws or similar organizational documents, as applicable, documents or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company Company, the Guarantors or any of its subsidiaries the Subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, the U.S. Credit Agreement with Mercedes-Benz Financial Services USA LLC and Toyota Motor Credit Corporation and the U.K. Credit Agreement with National Westminster Bank plc and BMW Financial Services (GB) Limited), or to which any of their respective properties the property or assets are of the Company, the Guarantors or ​ any of the Subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this AgreementAgreement and the Indenture by the Company and each Guarantor party thereto, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the 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) thereby have been duly authorized by all necessary corporate or similar action and (i) will not result in any violation of the provisions of the articles of association or by-lawscharter, partnership agreement or operating agreement by laws or similar organizational documents, as applicable, document of the Company or any subsidiaryGuarantor, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries Guarantor pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiariessubsidiaries or any of their respective properties, except for such violationsassets or operations (each, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect“Governmental Entity”). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, Governmental Entity is required for, or in connection with, for the Company’s or any Guarantor’s execution, delivery and performance of this Agreement or the Indenture or the issuance and delivery of the Securities and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the Prospectusthereby, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 and such as may be required under applicable state securities or blue sky laws laws. No consent of any floor plan lender, automobile manufacturer or distributor or any affiliate of any of the foregoing is required in connection with the sale of the Securities or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQconsummation of the transactions contemplated by this Agreement. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-lawsbylaws, 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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectEffect . The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the 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 Shares (including the use of proceeds from the sale of the Offered Securities Shares 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 articles of association charter or by-lawsbylaws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary, subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in the case of clauses (ii) and (iii) above above, as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration 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 (avisA) 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 and such as may be required under applicable state securities or blue sky laws or FINRA and (B) such as have been obtained under the Financial Industry Regulatory Authoritysecurities laws and regulations of jurisdictions outside the United States in which Directed Shares are offered, Inc. (“FINRA”) or NASDAQ. As used hereinin each case, a “Debt Repayment Triggering Event” means any event or condition which gives, or with in the giving of notice or lapse of time would give, manner contemplated herein and in 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.Time of

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-lawsbylaws, 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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults in Existing Instruments as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the 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 articles of association charter or by-lawsbylaws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violationsexcept, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in the case of clauses (ii) and (iii) above above, as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration 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 (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documentsdocument, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries ), or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing each Applicable 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 Firm Primary Shares and the Prospectus under the caption “Use of Proceeds”) and in the French Listing Prospectus Optional Primary Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, document of the Company or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectsubsidiary. 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, or in connection with, the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration 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 (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.the

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documentsdocument, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries ), or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing each Applicable 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 Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, document of the Company or any subsidiary, as applicable; (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, ; and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariessubsidiary, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses the case of (i) and (ii) and (iii) above as where such breach, violation or default would not, individually or in the aggregate, reasonably be expected to result in not have a Material Adverse EffectChange and would not have a material adverse effect on the consummation of the transactions contemplated by this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration 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 (avisi) 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 and such as may be required under Act, applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“and from FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is not (i) in violation of its articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument to which the Company is a party or by which it may be bound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement, mortgage agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which indebtedness of the Company or any of its subsidiaries is a party or by which it or any of them may be boundCompany), or to which any of their respective properties the property or assets are of the Company is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectedexpected to, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus General Disclosure Package 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 Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, laws of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for consents that have been validly obtained and except for such breaches, Defaults or results, or failure to obtain such consent, as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariesCompany, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above violations as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the ProspectusGeneral Disclosure Package, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) with respect to the listing of the Firm Shares, the Optional Shares and the Underlying Shares and such as have been obtained or made or will be made by the Company and are in full force and effect under the Securities 1933 Act and such as or the 1934 Act, or that may be required under applicable state securities or blue sky laws or by the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither Holdings nor the Company nor any of its subsidiaries is in violation of its articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which either Holdings or the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties the property or assets are of Holdings or the Company is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, the Indenture, the Intercreditor Agreement and any other agreements or documents relating to any of the foregoing by each of the Company and Holdings (each to the extent a party thereto), and the issuance and delivery of the Securities or the Exchange Securities, and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and thereby and by the 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 Offering Memorandum (i) have been duly authorized by all necessary corporate action by the Company and Holdings (each to the extent a party thereto) and will not result in any violation of the provisions of the articles of association charter or by-laws, partnership agreement laws of Holdings or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of Holdings or the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) (assuming the accuracy of the representations, warranties and agreements of the Initial Purchasers contained herein) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to Holdings or the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectCompany. 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, or in connection with, for the Company’s or Holdings’ execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, the Indenture, the Intercreditor Agreement or any other agreements or documents relating to any of the foregoing, or the issuance and delivery of the Securities or the Exchange Securities, or consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and thereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the ProspectusOffering Memorandum, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 or Holdings and are in full force and effect under the Securities Act and such as may be required under Act, applicable state securities or blue sky laws or and except such as may be required by federal and state securities laws with respect to the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQCompany’s and Holdings’ obligations under the Registration Rights Agreement. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by Holdings or the Company or any of its subsidiariesCompany.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its amended and restated articles of association incorporation or its amended and restated by-laws, charter, 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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus Statement and the French Listing Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Time of Sale Prospectus Statement 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 articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary, subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, subsidiaries except for such violations, conflicts, breaches, Defaults, violations, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.9

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles certificate of association incorporation or 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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus Statement and the French Listing Prospectus and the issuance and sale of the Offered Securities Placement Shares (including the use of proceeds from the sale of the Offered Securities Placement Shares as described in the Registration Statement, the Time of Sale Prospectus Statement 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 articles certificate of association incorporation or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults or Debt Repayment Triggering Events or liens, charges or encumbrances that would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.be

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documentsdocument, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries ), or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not be reasonably be expected, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing each applicable 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 Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, document of the Company or any subsidiary, as applicable; (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not be reasonably expected, individually or in the aggregate, to result in a Material Adverse Change; and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariessubsidiary, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration 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 (avis) 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 and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-laws, partnership agreement or operating agreement laws or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not be reasonably be expected, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the 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 Shares (including the use of proceeds from the sale of the Offered Securities Shares 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 articles of association charter or by-laws, partnership agreement or operating agreement laws or similar organizational documents, as applicable, of the Company or any subsidiary, subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration 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 (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-lawsbylaws, partnership agreement or operating agreement or similar organizational documentsdocument, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries), or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectedexpected to, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Merger Agreement and by the 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 Shares by the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) and in the French Listing Prospectus Company (i) have been duly authorized by all necessary corporate action of the Company and will not result in any violation of the provisions of the articles of association charter or by-lawsbylaws, partnership agreement or operating agreement or similar organizational documents, as applicable, document of the Company or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such breaches, Defaults or results, or failure to obtain such consent, as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change and (iii) will not not, assuming the Underwriters’ compliance with their obligations under this Agreement, result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariessubsidiary, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above violations as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and the Company’s consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration 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 (avis) with respect to the listing of the Firm Shares, the Optional Shares and the Underlying Shares and 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 and such as Act, or that may be required under applicable state securities or blue sky laws, Irish laws or and from the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documentsdocument, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries ), or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing each Applicable Prospectus and the issuance and sale of the Offered Securities (including Shares to be sold by 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 Company (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, document of the Company or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariessubsidiary, except except, with respect to clauses (ii) and (iii), for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering EventEvents, lienliens, charge charges, encumbrances or encumbrance specified in clauses (ii) and (iii) above violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.’s

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documentsdocument, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries), or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such violations (in the case of subsidiaries) or Defaults as would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated hereby, by the Deposit Agreement and by the 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 hereby (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association charter or by-laws, partnership agreement or operating agreement laws or similar organizational documents, as applicable, document of the Company or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary, including, without limitation, those governing the purchase of its subsidiariesconsumer-purpose retail installment sale contracts secured by personal property (including motor vehicles), except for such violationsthe origination of consumer-purpose direct installment loans secured by personal property or the purchase or origination of ancillary insurance products, conflictsincluding credit life insurance, breachescredit accident and health insurance, Defaultsinvoluntary unemployment insurance, Debt Repayment Triggering Eventcollateral protection insurance, lienproperty insurance and auto club memberships (collectively, charge or encumbrance specified the “Industry Laws”), except, (x) in the case of clauses (ii) and or (iii) above above, as would not, individually or in the aggregate, reasonably be expected to result have a Material Adverse Effect and (y) in the case of clause (i) above, solely with respect to the Company’s subsidiaries that are not Significant Subsidiaries, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, under the Industry Laws or otherwise, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 and such as may be required under the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“and from FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-lawsbylaws, 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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the 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 Shares (including the use of proceeds from the sale of the Offered Securities Shares 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 articles of association charter or by-lawsbylaws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary, subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in the case of clauses (ii) and (iii) above above, as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration 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 (avis) 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 and such as may be required under applicable state securities or blue sky laws or by the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”) or NASDAQin 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 (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.Repayment

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documentsdocument, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries ), or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectedexpected to, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing each Applicable 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 Firm Primary Shares and the Prospectus under the caption “Use of Proceeds”) and in the French Listing Prospectus Optional Primary Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, document of the Company or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for consents that have been validly obtained and except for such breaches, Defaults or results, or failure to obtain such consent, as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariessubsidiary, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above violations as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) with respect to the listing of the Firm Shares, the Optional Shares and the Underlying Shares and 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 and such as Act, or that may be required under applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documentsdocument, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries), or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s Issuers’ execution, delivery and performance of this Agreement, the Indenture, the Registration Rights Agreement, the consummation by the Issuers of the transactions Transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus Offering Memorandum and the issuance and sale of the Offered Securities (including to be sold by 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 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 articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, document of the Company or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument (other than requiring the consent of General Electric Capital Corporation as administrative agent under the 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 or any of its subsidiariessubsidiary, except except, with respect to clauses (ii) and (iii), for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering EventEvents, lienliens, charge charges, encumbrances or encumbrance specified in clauses (ii) and (iii) above violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. 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, or in connection with, for the Company’s Issuers’ execution, delivery and performance of this Agreement and the consummation by the Issuers of the transactions Transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the ProspectusOffering Memorandum, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis1) 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 or the Trustee and are in full force and effect under the Securities Act and or the Trust Indenture Act, (2) such as may be required under applicable state securities or blue sky laws or laws, (3) such as may be required from the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”) or NASDAQand (4) as contemplated by the Registration Rights Agreement with respect to the Exchange Offer. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documentsdocument, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries ), or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse EffectChange and such Defaults disclosed in each Applicable Prospectus. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing each Applicable 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 Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, document of the Company or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing InstrumentInstrument (including, as a result of any right of first refusal, right of first offer or other similar provision) and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectsubsidiary. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 and such as may be required under Act, applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQlaws. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or 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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect). The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the 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 Shares (including the use of proceeds from the sale of the Offered Securities Shares 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 exchange of the Canadian Exchange Shares for shares of the Company pursuant to the Articles of Aquinox Canada (the “Canadian Share Exchange”) and the conversion of the preferred stock of the Company (including preferred stock issued pursuant to the Canadian Share Exchanges) into Shares (the “Preferred Stock Conversion”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary, subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except as could not be expected, individually or in the aggregate, to have a Material Adverse Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, violations, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the ProspectusProspectus or the Canadian Share Exchange and Preferred Stock Conversion, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 and such as may be required under applicable state securities or blue sky laws or by the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or 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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the 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 Shares (including the use of proceeds from the sale of the Offered Securities Shares 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 articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary, subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violationsexcept, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses cases of (ii) and (iii) above above, as would notcould not be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration 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 (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.or

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documentsdocument, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries ), or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse EffectChange. The CompanyCompany and the Operating Partnership’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus Information 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 Shares (i) have been duly authorized by all necessary corporate action or limited partnership action, as applicable, and will not result in any violation of the provisions of the articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documentsdocument of the Company, or any subsidiary, as applicable, of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariessubsidiary, except except, with respect to clauses (ii) and (iii), for such violations, conflicts, breaches, Defaults, Defaults or Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above Events as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. 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, or in connection with, for the CompanyCompany and the Operating Partnership’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the ProspectusInformation, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 the Operating Partnership and are in full force and effect under the Securities Act and such as may be required under Act, applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQlaws. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-lawsbylaws, 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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the 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 Shares (including the use of proceeds from the sale of the Offered Securities Shares 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 articles of association charter or by-lawsbylaws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary, subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in the case of clauses (ii) and (iii) above above, as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration 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 (avis) 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 and such as may be required under applicable state securities or blue sky laws or by the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”) or NASDAQin 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 (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 issue and sale of the Company nor Securities and the compliance by the Company, the Parent Guarantor and with all of the provisions of the Securities, the Registration Rights Agreement, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of its subsidiaries is in violation of its articles of association the terms or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicableprovisions of, or is in constitute a default under, (or, with the giving of notice or lapse of time, would be in defaulti) (“Default”) under any indenture, loanmortgage, credit agreementdeed of trust, note, lease, license agreement, contract, franchise loan agreement or other agreement or 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 Company, the Parent Guarantor or any of its subsidiaries is a party or by which it the Company, the Parent Guarantor or any of them may be bound, its subsidiaries is bound or to which any of their respective properties the property or assets are subject (eachof the Company, an “Existing Instrument”)the Parent Guarantor or any of its subsidiaries is subject, except as disclosed in the Offering Memorandum, and except for such Defaults as conflicts, breaches, violations or defaults that would not reasonably be expected, individually or result in the aggregate, to have a Material Adverse Effect. The Company’s executionChange, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement and by the 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”ii) and in the French Listing Prospectus (i) have been duly authorized by all necessary corporate nor will such action and will not result in any violation of (A) the provisions of the articles Memorandum and Articles of association or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, Association of the Company or any subsidiary, (ii) will not conflict with the Certificate of Incorporation or constitute a breach ofthe By-laws of the Parent Guarantor, or Default (B) any applicable statute or a Debt Repayment Triggering Event (as defined below) underany order, rule or result in the creation or imposition regulation of any liencourt or governmental agency or body having jurisdiction over the Company, charge or encumbrance upon any property or assets of the Company Parent Guarantor or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariestheir properties, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or violations in the aggregate, reasonably be expected to case of this clause (B) that would not result in a Material Adverse Effect. No Change; and no consent, approval, authorization authorization, order, registration or other order ofqualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, the Company’s execution, delivery consummation by the Company and performance of this Agreement and consummation the Parent Guarantor of the transactions contemplated herebyby this Agreement, by the Deposit Agreement and by the Registration Statement, Rights Agreement or the F-6 Registration Statement, the Time of Sale Prospectus and the ProspectusIndenture, except for (i) those consents, approvals, authorizations, orders, registrations or qualifications which have already been obtained, (ii) the AMF visa filing of a registration statement or shelf registration statement, as applicable, pursuant to the terms of the French Listing Prospectus and the publication by Euronext of a notice (avis) with respect to the listing of the Firm Shares, the Optional Shares and the Underlying Shares and such as have been obtained or made Registration Rights Agreement by the Company and are in full force and effect under the Parent Guarantor with the Commission pursuant to the Securities Act and Act, or (iii) such consents, approvals, authorizations, registrations or qualifications as may be required under applicable state securities or blue sky Blue Sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or in connection with the giving purchase and distribution 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 Securities by the Company or any purchasers of its subsidiariesthe Securities.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is are in violation of its articles of association or charter, 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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the 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 Shares (including the use of proceeds from the sale of the Offered Securities Shares 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 articles of association or charter, by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, documents of the Company or any subsidiary, subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration 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 (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.or

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documentsdocument, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries ), or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the 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 Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, document of the Company or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such breaches, Defaults or results, or failure to obtain such consent, as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariessubsidiary, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above violations as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration 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 (avis) 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 and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”) or NASDAQ). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor or any of its subsidiaries nor any of the Founding Companies is in violation of its articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“"Default”") under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries or any Founding Company is a party or by which it or any of them may be bound, or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries or any Founding Company is subject (each, an “"Existing Instrument”"), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s 's execution, delivery and performance of this Agreement, Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the 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 articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, laws of the Company or any subsidiarysubsidiary or any Founding Company, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries or any Founding Company pursuant to, or require the consent of any other party part to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change; and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except subsidiary or any Founding Company unless the penalty for any such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as violations would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. 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, or in connection with, for the Company’s 's execution, delivery and performance of this Agreement or any Combination Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby or thereby and by the Registration 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 (avis) 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 and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries"NASD").

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries Subsidiaries is in violation of its articles of association or by-laws, partnership agreement or operating agreement or similar organizational documentsdocument, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreementguarantee, contract, franchise franchise, lease or other instrument to which the Company or any of its Subsidiaries is a party or by which it or any of them may be bound (including, without limitation, any credit agreement, guarantee, indenture, pledge agreement, security agreement, mortgage agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which indebtedness of the Company or any of its subsidiaries is a party or by which it or any of them may be boundSubsidiaries), or to which any of their respective properties the property or assets are of the Company or any of its Subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not be reasonably be expectedexpected to, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus General Disclosure Package and the French Listing Prospectus Final Prospectuses 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 Shares and the Prospectus under the caption “Use of Proceeds”) and in the French Listing Prospectus Additional Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association or the by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, document of the Company or any subsidiarySubsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectSubsidiary. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus General Disclosure Package and the ProspectusFinal Prospectuses, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) with respect to the listing of the Firm Shares, the Optional Shares and the Underlying Shares and such as have been obtained or made or, as contemplated by this Agreement, will be obtained or made, by the Company and are in full force and effect under the Securities Act and such as may be required under Act, applicable Canadian Securities Laws, applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”) or NASDAQ). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesSubsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or 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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would could not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the 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 Shares (including the use of proceeds from the sale of the Offered Securities Shares 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 articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary, subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except as could not be expected, individually or in the aggregate, to 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 or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above violations as would notnot be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse EffectChange. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration 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 (avis) with respect to the listing of the Firm Shares, the Optional Shares and the Underlying Shares and 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.Inc.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or 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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would could not be reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the 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 Shares (including the use of proceeds from the sale of the Offered Securities Shares 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 articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary, subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration 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 (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.to

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is are in violation of its articles of association or charter, 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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, Statement and the Prospectus and the French Listing Prospectus Supplement and the issuance and sale of the Offered Securities and the Underlying Shares (including the use of proceeds from the sale of the Offered Securities and the Underlying Shares as described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus Supplement 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 articles of association or charter, by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, documents of the Company or any subsidiary, subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus Statement and the ProspectusProspectus Supplement, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.applicable

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its memorandum or articles of association association, charter or by-laws, partnership agreement or operating agreement or similar organizational documentsdocument, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries ), or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement and the Deposit Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and thereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing each Applicable Prospectus and the issuance and sale of the Offered Securities (including Company ADSs and the use of proceeds from the sale allotment and issue 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 Underlying Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum or articles of association association, charter or by-laws, partnership agreement or operating agreement or other similar organizational documents, as applicable, document of the Company or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary, except, in the case of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above above, as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and the Deposit Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and thereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documentsdocument, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries ), or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing each Applicable 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 Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, document of the Company or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such breaches, Defaults or results, or failure to obtain such consent, as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariessubsidiary, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above violations as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”) or NASDAQ). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documentsdocument, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries ), or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus Statement and the French Listing each Applicable 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 Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association charter or by-laws, partnership agreement or operating agreement or other similar organizational documents, as applicable, document of the Company or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, of or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party toto (except for any such consent that has already been obtained), any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariessubsidiary, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge Defaults or encumbrance violations specified in clauses subsections (ii) and (iii) immediately above as that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange or as would not materially and adversely affect the consummation of the transactions contemplated by this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus Statement and the each Applicable Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 and such as may be required under Act, applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQlaws. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documentsdocument, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries), or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and thereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing each Applicable 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 (or other applicable) action and will not result in any violation of the provisions of the articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, document of the Company or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectsubsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agencyagency (each, an “Authorization”), is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and thereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 and such as may be required under Act, from the Jersey Financial Services Commission (“JFSC”), applicable state securities or blue sky laws or and from the Financial Industry Institution Regulatory Authority, Inc. Authority (“FINRA”) or NASDAQ). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its memorandum or articles of association association, charter or by-laws, partnership agreement or operating agreement or similar organizational documentsdocument, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries ), or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement and the Deposit Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and thereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing each Applicable Prospectus and the issuance and sale of the Offered Securities (including Company ADSs and the use of proceeds from the sale allotment and issue 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 Underlying Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum or articles of association association, charter or by-laws, partnership agreement or operating agreement or other similar organizational documents, as applicable, document of the Company or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary, except, in the case of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above above, as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and the Deposit Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and thereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.Financial

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither None of the Company Trust, the Manager, nor any of its subsidiaries the Trust Subsidiaries is (i) in violation of its articles of association or 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 its certificate of incorporation, certificate of formation, certificate of limited partnership, declaration of trust, limited liability company agreement, limited partnership agreement, by-laws or other organizational documents, as applicable, (ii) in Default under any indenture, loanmortgage, loan or credit agreement, deed of trust, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreementobligation, mortgage condition, covenant or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company Trust, the Manager or any of its subsidiaries Trust Subsidiary is a party or by which it or any of them may be bound, or to which any of their respective properties the property or assets are of the Trust, the Manager or any Trust Subsidiary is subject (each, an “"Existing Instrument”"), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have a Material Adverse Effect, or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Trust, the Manager, or any Trust Subsidiary or any of its properties, as applicable, except for such violations as would not, individually or in the aggregate, have a Material Adverse Effect. The Company’s Each of the CapitalSource Parties' execution, delivery and performance of this Agreement, Agreement and the Transaction Agreements (to the extent such CapitalSource Party is a party thereto) and consummation of the transactions contemplated herebyhereby and thereby, by the Deposit Agreement Disclosure Package and by the 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 trust, partnership or corporate action and will not result in any violation Default under the certificate of the provisions incorporation, certificate of the articles formation, certificate of association or limited partnership, declaration of trust, limited liability company agreement, limited partnership agreement, by-laws, partnership agreement laws or operating agreement or similar other organizational documents, as applicable, of the Company such CapitalSource Party or any subsidiaryTrust 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 such CapitalSource Party or any of its subsidiaries Trust Subsidiary pursuant to, or require the consent of any other party to, any Existing Instrument, except as would not, individually or in the aggregate, have a Material Adverse Effect and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company such CapitalSource Party or any Trust Subsidiary of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over such CapitalSource Party or any Trust Subsidiary or any of its subsidiariestheir properties, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for, or in connection with, for the Company’s CapitalSource Parties' execution, delivery and performance of this Agreement and the Transaction Agreements (to the extent such CapitalSource Party is a party thereto) and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the Prospectusthereby, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 CapitalSource Parties and are in full force and effect under the Securities Act and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. Authority (“"FINRA”) or NASDAQ"). As used herein, a “"Debt Repayment Triggering Event” " means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s '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 subsidiariesindebtedness.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or 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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the 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 Shares (including the use of proceeds from the sale of the Offered Securities Shares 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 articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, other than the Company’s obligation under (x) its Credit Facility with Citizens Bank, N.A., as lender, and (y) its Credit Facility with XxXxxxx Capital Partners SBIC, L.P., to use between 50% and 100% of the net proceeds from the offering and sale of the Offered Shares to repay the respective outstanding debt thereunder, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration 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 (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is not in violation of its articles of association incorporation or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, 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, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument to which the Company is a party or by which it may be bound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement, mortgage agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which indebtedness of the Company or any of its subsidiaries is a party or by which it or any of them may be boundCompany), or to which any of their respective properties the property or assets are of the Company is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectedexpected to, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing each Applicable 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 Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association incorporation or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, bylaws of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for consents that have been validly obtained and except for such breaches, Defaults or results, or failure to obtain such consent, as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariesCompany, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above violations as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) with respect to the listing of the Firm Shares, the Optional Shares and the Underlying Shares and 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 and such as Act, or that may be required under applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries).

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or 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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the 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 Shares (including the use of proceeds from the sale of the Offered Securities Shares 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 articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary, subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration 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 (avisA) 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 and such as may be required under applicable state securities or blue sky laws or FINRA and (B) such as have been obtained under the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQlaws 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 its subsidiaries is in violation of its articles of association association, memorandum of association, charter or by-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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtednessindebtedness 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 or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus Statement and the French Listing Prospectus and the issuance and sale of the Offered Securities ADSs (including the use of proceeds from the sale of the Offered Securities ADSs as described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus under the caption “Use of Proceeds”” and the issuance of the underlying Common Shares) and in the French Listing Prospectus (i) have been duly authorized by all necessary corporate action action, and will not result in any violation of the provisions of the articles of association association, memorandum of association, charter or by-by laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiaryof its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 and such as may be required under applicable state securities or blue sky laws or FINRA (as defined below), the Financial Industry Regulatory Authorityreceipt of the approval of the TASE to list the underlying Common Shares (subject only to official notice of issuance by the Company), Inc. which initial approval shall have been obtained by the Company prior to the delivery of the first Issuance Notice by the Company hereunder (“FINRA”) and which shall be in full force and effect or NASDAQrenewed thereafter). The Company has not engaged in any form of solicitation, advertising or other action constituting an offer or a sale under the Israeli 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 its subsidiaries is in violation of its articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documentsdocument, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries), or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing each Applicable 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 articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, document of the Company or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) underunder any Existing Instrument, or result in provided that, to the creation or imposition of any lien, charge or encumbrance upon any property or assets of extent that the Equity Issuance Proceeds (as defined below) received by the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any lawfiscal year exceed $25,000,000, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, to make a mandatory prepayment of the principal amount of advances under the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration 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 (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.Revolving

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documentsdocument, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries ), or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing each Applicable 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 Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, document of the Company or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party toto (except for those consents which have been validly obtained or waived prior to the date hereof), any Existing Instrument, except for such conflicts, breaches, Defaults or results, or failure to obtain such consents, as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariessubsidiary, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above violations as would notnot reasonably by expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”) or NASDAQ). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (A) in violation of its articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is (B) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not be reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus Statement and the French Listing Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Time of Sale Prospectus Statement 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 articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary, subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violationsexcept, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in with respect to clauses (ii) and (iii) above as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectEffect and with respect to clause (ii) for such consent of Cellectis S.A. (“Cellectis”) as have been obtained by the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. FINRA (“FINRA”) or NASDAQas 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 indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its significant subsidiaries (which includes the Principal Banking Subsidiary), is in violation of its articles of association respective charters or by-lawsbylaws, partnership agreement or 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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its significant subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, each of the Transaction Documents and the consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus Transactions and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities Depositary Shares 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 articles of association respective charters or by-lawsbylaws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any significant subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its significant subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its significant subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in the case of clauses (ii) and (iii) above such as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement each of the Transaction Documents and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration 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 (avis) 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 Company, or received from any Regulatory Agency (as defined below), and are in full force and effect under the Securities Act and such as may be required under applicable the securities laws of any state securities or blue sky laws non-U.S. jurisdiction or the Financial Industry Regulatory Authority, Inc. (“rules of FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its significant subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or 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, loan, credit agreement, note, lease, license agreement, contract, franchise contract or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the 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 Shares (including the use of proceeds from the sale of the Offered Securities Shares 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 articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary, subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration 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 (avisA) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. FINRA and (“FINRA”B) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.as have been

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would reasonably not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the 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 Shares (including the use of proceeds from the sale of the Offered Securities Shares 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 articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiarysubsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except as could reasonably not be expected, individually or in the aggregate, to have a Material Adverse Effect, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration 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 (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries ), or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing each Applicable 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 articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, document of the Company or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectsubsidiary. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles certificate of association incorporation or 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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus Statement and the French Listing Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Time of Sale Prospectus Statement 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 articles certificate of association incorporation or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults or Debt Repayment Triggering Events or liens, charges or encumbrances that would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration 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 (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.’s

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its charter, articles of association or 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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “"Existing Instrument”"), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s 's execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus Statement and the French Listing Prospectus Prospectuses and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus Prospectuses 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, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing InstrumentInstrument except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as subsidiaries that would notreasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. 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, or in connection with, for the Company’s 's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus Statement and the ProspectusProspectuses, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 U.S. Securities Act and Canadian Securities Laws and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. FINRA (“FINRA”) or NASDAQas 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 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company), or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectedexpected to, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time section of Sale Prospectus, the Prospectus and the French Listing Prospectus Supplement captioned “Plan of Distribution” 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 Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, laws of the Company or any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for consents that have been validly obtained and except for such breaches, Defaults or results, or failure to obtain such consent, as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above violations as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, section of the F-6 Registration Statement, the Time Prospectus Supplement captioned “Plan of Sale Prospectus and the ProspectusDistribution”, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) with respect to the listing of the Firm Shares, the Optional Shares and the Underlying Shares and such as have been obtained or made or will be made by the Company and are in full force and effect under the Securities 1933 Act and such as or the 1934 Act, or that may be required under applicable state securities or blue sky laws or by the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives), or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness notices that may be required by the Company or any of its subsidiariesNasdaq.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documentsdocument, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Company or any of its subsidiaries ), or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus Statement and the French Listing each Applicable 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 Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association charter or by-laws, partnership agreement or operating agreement or other similar organizational documents, as applicable, document of the Company or any subsidiary, as applicable, (ii) will not conflict with or constitute a breach of, 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 or any of its subsidiaries pursuant to, or require the consent of any other party toto (except for any such consent that has already been obtained), any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariessubsidiary, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge Defaults or encumbrance violations specified in clauses subsections (ii) and (iii) immediately above as that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange or as would not materially and adversely affect the consummation of the transactions contemplated by this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority authority, agency or agencythird party, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus Statement and the each Applicable Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 and such as may be required under Act, applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQlaws. 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 The Company nor any of its subsidiaries is not in violation of its articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or laws and is not in default (ornor, with the giving of notice or lapse of time, would it be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective its properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the 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 Shares (including the use of proceeds from the sale of the Offered Securities Shares 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 articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, laws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariesCompany, except for such violations, conflicts, breaches, Defaults, violations, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration 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 (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesCompany.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-laws, partnership agreement bylaws or operating agreement or similar organizational documents, as applicable, 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, loanmortgage, deed of trust, loan or credit agreement, note, lease, license agreement, contract, franchise lease or other agreement or instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (eachcollectively, an the “Existing InstrumentAgreements and Instruments”), except for such Defaults as defaults that would not reasonably be expected, individually or expected to result in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, the Indenture, the 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 Prospectus and the consummation of the transactions contemplated hereby, by herein and in the Deposit Agreement Disclosure Package and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus and (including the issuance and sale of the Offered Securities (including Notes and the use of the proceeds from the sale of the Offered Securities Notes as described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and in compliance by the French Listing Prospectus (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 articles of association time or by-lawsboth, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Agreements and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, Instruments except for such violations, conflicts, breachesbreaches or defaults or liens, Defaults, Debt Repayment Triggering Event, lien, charge charges or encumbrance specified in clauses (ii) and (iii) above as would notencumbrances that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. No consent, approvalnor will such action result in any violation of the provisions of the charter, authorization bylaws or the memorandum and articles of association, as applicable, or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, the Company’s execution, delivery and performance of this Agreement and consummation organizational documents of the transactions contemplated herebyCompany or any of its subsidiaries or any applicable law, by the Deposit Agreement and by the Registration Statementstatute, the F-6 Registration Statementrule, the Time regulation, judgment, order, writ or decree of Sale Prospectus and the Prospectusany government, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) with respect to the listing of the Firm Sharesgovernment instrumentality or court, the Optional Shares and the Underlying Shares and such as have been obtained domestic or made by foreign, having jurisdiction over the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws any of its subsidiaries or the Financial Industry Regulatory Authority, Inc. (“FINRA”) any of their assets or NASDAQproperties. 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, gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariessubsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Notes or the consummation by the Company of the transactions contemplated by this Agreement, the Indenture or the Notes, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the Securities Act, the Trust Indenture Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Notes by the Underwriters.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or 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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “"Existing Instrument”"), except for such Defaults as would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s 's execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the 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 Shares (including the use of proceeds from the sale of the Offered Securities Shares 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 articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, other than the Company's obligation under (x) its Credit Facility with Citizens Bank, N.A., as lender, and (y) its Credit Facility with XxXxxxx Capital Partners SBIC, L.P., to use between 50% and 100% of the net proceeds from the offering and sale of the Offered Shares to repay the respective outstanding debt thereunder, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s 's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration 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 (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ. As used herein, a “"Debt Repayment Triggering Event” " means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or 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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus Statement and the French Listing Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Time of Sale Prospectus Statement 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 articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiaryof its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Default or Debt Repayment Triggering Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Change, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above violations as would notnot be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. Inc (“FINRA”) or NASDAQ). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its significant subsidiaries is in violation of its articles of association charter or 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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its significant subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement, each of the Transaction Documents and the consummation of the transactions Transactions contemplated hereby, by the Deposit this Agreement and by the 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 StatementPreliminary Offering Memorandum, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus Offering Memorandum 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 articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any significant subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its significant subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its significant subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in the case of clauses (ii) and (iii) above such as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, for the Company’s execution, delivery and performance of this Agreement each of the Transaction Documents and consummation of the transactions contemplated hereby, by the Deposit Agreement Transactions and by the Registration StatementPreliminary Offering Memorandum, 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 (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.the

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries Significant Subsidiaries is in violation of its articles of association charter or by-lawsby‑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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries Significant Subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus Statement 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 Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association charter or by-lawsby‑laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiarySignificant Subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries Significant Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariesSignificant Subsidiaries, except for as such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge default or encumbrance specified violation in the case of clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. FINRA (“FINRA”) or NASDAQas 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 indebtedness by the Company or any of its subsidiariesSignificant Subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company Parent Guarantor nor any of its subsidiaries is (i) in violation of its articles of association charter, bylaws or by-laws, partnership agreement other constitutive document or operating agreement or similar organizational documents, as applicable, or is (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company Parent Guarantor or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, that certain Credit Agreement, dated as of January 7, 2019, among Celanese Corporation, Celanese US Holdings LLC, Celanese Europe B.V., Xxxxxx X.X., certain subsidiaries of Celanese US Holdings LLC from time to time party thereto as borrowers, each lender from time to time party thereto, Bank of America, N.A., as administrative agent, a swing line lender and an L/C issuer, and the other financial institutions party thereto), or to which any of their respective properties the property or assets are of the Parent Guarantor or any of its subsidiaries is subject (each, an “Existing Instrument”), except except, in the case of clause (ii) above, for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the DTC Agreement and the Indenture by the Company and the Guarantors, as applicable, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and thereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus Disclosure Package 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 articles of association charter, bylaws or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, other constitutive document of the Company or any subsidiaryGuarantor, (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 Parent Guarantor or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for, or in connection with, the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration 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 (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.any

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is not in violation of its articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or nor is the Company in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument to which the Company is a party or by which it may be bound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement, mortgage agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which indebtedness of the Company or any of its subsidiaries is a party or by which it or any of them may be boundCompany), or to which any of their respective properties the property or assets are of the Company is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing each Applicable 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 Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, laws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default Default, or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any Company, except, in the case of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above ), for such breaches, Defaults, results or violations as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) 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 and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesCompany.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries Subsidiaries is in violation of its articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documentsdocument, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, leaseguarantee, license agreement, contract, franchise material customer contract or other instrument material supplier contract to which the Company or any of its Subsidiaries is a party or by which it or any of them may be bound (including, without limitation, any credit agreement, guarantee, indenture, pledge agreement, security agreement, mortgage agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) indebtedness of the Company or any of its Subsidiaries), or to which any of the property or assets of the Company or any of its Subsidiaries is subject (each, an “Existing Material Instrument”). Neither the Company nor any of its Subsidiaries is in Default under any other contract to which the Company or any of its subsidiaries Subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject bound (each, an “Existing Other Instrument”, collectively with the Existing Material Instruments, the “Existing Instruments”), except for such Defaults Default as would not reasonably be expectedwould, individually or in the aggregate, not reasonably be expected to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, the consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing each Applicable 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 Treasury Shares and the Prospectus under the caption “Use of Proceeds”) and in the French Listing Prospectus Additional Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association charter or the by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, document of the Company or any subsidiarySubsidiary, as applicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectSubsidiary. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the F-6 Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, except for the AMF visa of the French Listing Prospectus and the publication by Euronext of a notice (avis) with respect to the listing of the Firm Shares, the Optional Shares and the Underlying Shares and such as have been obtained or made or, as contemplated by this Agreement, will be obtained or made, by the Company and are in full force and effect under the Securities Act and such as may be required under Act, applicable Canadian Securities Laws, applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”) or NASDAQ). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesSubsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association charter or by-lawsby‑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, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would could not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse EffectChange. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the 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 Shares (including the use of proceeds from the sale of the Offered Securities Shares 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 articles of association charter or by-lawsby‑laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except as could not be expected, individually or in the aggregate, to result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would notcould not be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. 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, or in connection with, for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration 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 (avis) 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 and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.