Common use of OFAC Clause in Contracts

OFAC. None of the Company, any Subsidiary or, to the knowledge of the Company, any director, officer, agent, employee, Affiliate or person acting on behalf of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of the Company, any Subsidiary or, to the knowledge Knowledge of the Company, any director, officer, agent, employee, Affiliate affiliate or person Person acting on behalf of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entityPerson, for the purpose of financing the activities of any person Person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of the Company, any Subsidiary of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, Affiliate affiliate or person acting on behalf of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of the Company, any Subsidiary subsidiary or, to the knowledge of the Company, any director, officer, agent, employee, Affiliate affiliate or person acting on behalf of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Company, any Subsidiary orits subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate affiliate or person acting on behalf of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, or any joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of the Company, any Subsidiary or, to the knowledge of the Company, any director, officer, agent, employee, Affiliate affiliate or person acting on behalf of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Company, any Subsidiary orits subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate agent or person acting on behalf employee of the Company or any of its Subsidiaries subsidiaries (in their capacity as such) is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds proceeds, to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Company, any Subsidiary orits subsidiaries nor, to the knowledge of the Company’s knowledge, any director, officer, agent, employee, Affiliate affiliate or person acting on behalf of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any director or officer of the Company, any Subsidiary ornor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate representative, agent or affiliate of the Company or any other person acting on behalf of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities contemplated hereby, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of the Company, any Subsidiary orPartnership Entities nor, to the knowledge of the CompanyGeneral Partner and the Partnership, any director, officer, agent, employee, Affiliate employee or person acting on behalf affiliate of the Company General Partner or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company Partnership will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Company, any Subsidiary orits subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate affiliate or person acting on behalf of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC or to fund any activities of or business with any person in any country or territory that, at the time of such funding, is subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Company, any Subsidiary orits subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate employee or person acting on behalf affiliate of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner subsidiary or other person or entity, for the purpose of financing the activities of any subsidiary subject to, or any other person known to the Company to be currently subject to to, any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any director or officer of the Company, any Subsidiary ornor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate representative, agent or affiliate of the Company or any other person acting on behalf of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Shares contemplated hereby, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Company, any Subsidiary orSubsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate or person acting on behalf of the Company or any of its the Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither of the CompanyTransaction Entities, any Subsidiary orof their subsidiaries nor, to the knowledge of either of the CompanyTransaction Entities, any director, officer, agent, employee, Affiliate employee or person acting on behalf affiliate of either of the Company or any of its Subsidiaries Transaction Entities is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiaryof its subsidiaries, joint venture partner partners or other person or entityperson, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of Neither the Company, any Subsidiary orCompany nor its subsidiaries nor, to the knowledge of the Company’s knowledge, any director, officer, agent, employee, employee or Affiliate or person acting on behalf of the Company or any of its Subsidiaries subsidiaries or other person acting on their behalf is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offeringOffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of the Company, any Subsidiary of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, Affiliate employee or person acting on behalf affiliate of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of the Company, any Subsidiary or, to the knowledge Knowledge of the Company, any director, officer, agent, employee, Affiliate affiliate or person Person acting on behalf of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“"OFAC”"); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entityPerson, for the purpose of financing the activities of any person Person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of the Company, any Subsidiary of its subsidiaries or, to the knowledge of the Company, any directortrustee, officer, agent, employee, Affiliate employee or person acting on behalf affiliate of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Company, any Subsidiary orits subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate employee or person acting on behalf affiliate of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company Company, to its knowledge after due inquiry, will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Company, any Subsidiary orits subsidiaries nor, to the knowledge of the Company’s knowledge, any director, officer, agent, employee, Affiliate affiliate or person Person acting on behalf of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person Person or entity, for the purpose of financing the activities of any person Person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Company, any Subsidiary orits Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate employee or person acting on behalf controlled affiliate of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Company, any Subsidiary orits subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate representative, agent or person acting on behalf affiliate of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Shares contemplated hereby, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Company, any Subsidiary orits subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate affiliate or other person acting on behalf of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use any of the proceeds received from the sale of Securities by the offeringCompany in the offering contemplated by this Agreement, or lend, contribute or otherwise make available any such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of Neither the Company, any Subsidiary orCompany nor the Subsidiaries nor, to the knowledge of the Company’s knowledge, any director, officer, agent, employee, employee or Affiliate or person acting on behalf of the Company or any of its the Subsidiaries or other person acting on their behalf is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offeringOffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any director or officer of the Company, any Subsidiary ornor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate representative, agent or affiliate of the Company or any other person acting on behalf of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); , and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Shares contemplated hereby, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Company, any Subsidiary orits Significant Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate agent or person acting on behalf employee of the Company or any of its Significant Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of the Company, any Subsidiary or, to the knowledge of the Company, any director, officer, agent, employee, Affiliate affiliate or person acting on behalf of the Company or any of its Subsidiaries Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company or any Subsidiary will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of the Company, Company or any Subsidiary subsidiary or, to the knowledge of the Company, any director, officer, agent, employee, Affiliate affiliate or person acting on behalf of the Company or any of its Subsidiaries subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, subsidiary or joint venture partner of the Company or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Companyits Subsidiaries, any Subsidiary or, nor to the knowledge of the Company, any director, officer, agent, employee, Affiliate affiliate or person acting on behalf of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Company, any Subsidiary orits Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate affiliate or person acting on behalf of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of the Company, any Subsidiary its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, Affiliate affiliate or other person acting on behalf of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner partners or other person or entityperson, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of Neither the Company, any Subsidiary orSP Acq LLC, nor to the knowledge of the Company, Steel Partners II, L.P. or, any director, officer, agent, employee, Affiliate agent or person acting on behalf affiliate of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company (either directly or through the Trust) will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of Neither the Company, any Subsidiary orCompany nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate or person Person acting on behalf of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offeringsale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person Person or entity, towards any sales or operations in any country sanctioned by OFAC or for the purpose of financing the activities of any person Person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of the Company, any Subsidiary its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, Affiliate affiliate or other person acting on behalf of the Company or any either of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner partners or other person or entityperson, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of Neither the Company, Company nor any Subsidiary ornor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate employee or person acting on behalf affiliate of the Company or any of its Subsidiaries Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiaryaffiliate, joint venture partner or other person or entity, which, to the Company’s knowledge, will use such proceeds for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company, nor any director or officer of the Company, any Subsidiary ornor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate representative, agent or affiliate of the Company or any other person acting on behalf of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Shares contemplated hereby, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Company, any Subsidiary orits subsidiaries nor, to the best knowledge of the Company, any director, officer, agent, employee, Affiliate affiliate or person acting on behalf of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of the Company, any Subsidiary the OP, or, to the knowledge of the Company, any director, officer, agent, employee, Affiliate employee or person acting on behalf affiliate of the Company or any of its Subsidiaries the OP, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Company, any Subsidiary orits subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate employee or person acting on behalf controlling affiliate of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offeringsale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiaryof its subsidiaries, joint venture partner partners or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of Neither the Company, any Subsidiary orCompany nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate employee or person acting on behalf affiliate of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offeringPlacement, or lend, contribute or otherwise make available such proceeds to any subsidiaryaffiliate, joint venture partner or other person or entity, which, to the Company’s knowledge, will use such proceeds for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Company, any Subsidiary orits Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate affiliate or person Person acting on behalf of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); ) and the Company will not directly or indirectly use the proceeds of the this offering, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person Person or entity, for the purpose of financing the activities of any person Person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of Neither the Company nor, to the Company’s knowledge, any Subsidiary orUAP nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate affiliate or person acting on behalf of the Company or any of its Subsidiaries UAP is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of Neither the Company, any Subsidiary orCompany nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate employee or person acting on behalf affiliate of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiaryaffiliate, joint venture partner or other person or entity, which, to the Company’s knowledge, will use such proceeds for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of Neither the Company, any Subsidiary orCompany nor, to the knowledge of the Company’s Knowledge, any director, officer, agent, employee, Affiliate employee or person acting on behalf affiliate of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiaryaffiliate, joint venture partner or other person or entity, which, to the Company’s Knowledge, will use such proceeds for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Company, any Subsidiary orits subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate affiliate or person acting on behalf of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of the Company, any Subsidiary orits subsidiaries and, to the knowledge of the Company, any director, officer, agent, employee, Affiliate employee or person acting on behalf affiliate of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offeringsale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Companyits Subsidiaries, any Subsidiary ornor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate affiliate or person acting on behalf of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of the Company, any Subsidiary its Subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, Affiliate affiliate or person acting on behalf of the Company or any of and its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Company, any Subsidiary orits subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate employee or person acting on behalf affiliate of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner subsidiary or other person or entity, for the purpose of financing the activities of any subsidiary subject to, or any other person known to the Company to be currently subject to to, any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Company, any Subsidiary orsubsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate employee or person acting on behalf affiliate of the Company or any of its Subsidiaries the subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities contemplated hereby, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, entity for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None To the Knowledge of Seller, none of the Company, any Company Subsidiary or, to the knowledge of the Company, or any director, officer, agent, employee, Affiliate agent or person acting on behalf employee of the Company or any of its Subsidiaries Company Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); , and the Company Seller will not knowingly directly or indirectly use the proceeds of the offeringCash Consideration, or knowingly lend, contribute or otherwise make available such proceeds proceeds, to any subsidiaryof its Subsidiaries, joint venture partner partners or other person Persons or entityentities, for the purpose of financing the activities of any person Person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of Neither the Company, any Subsidiary orCompany nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate affiliate or person acting on behalf of the Company or any of its the Significant Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiarythe Significant Subsidiaries, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Company, any Subsidiary orits subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate employee or person acting on behalf controlling affiliate of the Company or any of its Subsidiaries subsidiaries, is currently the subject to of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offeringsale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiaryof its subsidiaries, joint venture partner partners or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of the Company, any Subsidiary of its Subsidiaries or, to the knowledge of the CompanyCompany or the Operating Partnership, any directortrustee, officer, agent, employee, Affiliate affiliate or person acting on behalf of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of Neither the Company, any Subsidiary orCompany nor, to the knowledge of the Company, any director, officer or employee of the Company, or any officer, agent, employee, Affiliate employee or other person of the Manager or its affiliates acting on behalf of the Company or any of its Subsidiaries Company, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of the Company, any Subsidiary orCompany nor, to the knowledge of the CompanyCompany or the Guarantor, any director, officer, agent, employee, Affiliate affiliate or person acting on behalf of the Company or any of its Subsidiaries the Guarantor is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company and the Guarantor will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Company, any Subsidiary orits subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate representative, agent or person acting on behalf affiliate of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Placement Shares contemplated hereby, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, entity for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Company, any Subsidiary orits subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate employee or person acting on behalf controlled affiliate of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Placement Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of the Company, any Subsidiary subsidiary of the Company or, to the knowledge of the Company, any director, officer, agent, employee, Affiliate or person Person acting on behalf of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); OFAC”); and the Company will not directly or indirectly use the proceeds of the offeringsale of the Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entityPerson, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of the Company, any Subsidiary subsidiary or, to the knowledge of the Company, any director, officer, agent, employee, Affiliate affiliate or person acting on behalf of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“"OFAC”"); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Company, any Subsidiary orits subsidiaries nor, to the knowledge of the Company, or any director, officer, agent, employee, Affiliate representative, agent or person acting on behalf affiliate of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Placement Shares contemplated hereby, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Company, any Subsidiary its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, Affiliate employee or person acting on behalf affiliate of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFACOFAC2.

OFAC. None Neither the Company nor any of the Company, any Subsidiary orits subsidiaries nor, to the knowledge of the Company’s knowledge, any director, officer, agent, employee, Affiliate employee or person acting on behalf affiliate of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and and, to the Company’s knowledge, the Company will not directly or indirectly use the proceeds of the offeringOffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Company, any Subsidiary orits Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate representative, agent or person acting on behalf affiliate of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities contemplated hereby, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of the Company, Company or any Subsidiary or, to the knowledge of the Company, any director, officer, agent, employee, Affiliate affiliate or person acting on behalf of the Company or any of its Subsidiaries Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, Subsidiary or joint venture partner of the Company or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of Neither the Company, any Subsidiary orCompany nor, to the knowledge of the Company, any director, officer or employee of the Company, or any officer, agent, employee, Affiliate employee or other person of the Manager or its affiliates acting on behalf of the Company or any of its Subsidiaries Company, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiaryany, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Company, any Subsidiary orits subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate employee or person acting on behalf affiliate of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, if any, or lend, contribute or otherwise make available such proceeds proceeds, if any, to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of the Company, any Subsidiary its subsidiary or, to the knowledge of the Company, any director, officer, agent, employee, Affiliate affiliate or other person acting on behalf of the Company or any of its Subsidiaries subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offeringsale of the Shares, or lend, contribute or otherwise make available such proceeds to any its subsidiary, joint venture partner partners or other person or entityperson, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of the Company, any Subsidiary its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, Affiliate employee or person acting on behalf affiliate of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, special purpose vehicle, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Company, any Subsidiary orits subsidiaries nor, to the best knowledge of the Company, any director, officer, agent, employee, Affiliate affiliate or person acting on behalf of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the . The Company will not directly or indirectly use the proceeds of the this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of the Company, any Subsidiary its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, Affiliate employee or person acting on behalf affiliate of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Offered Securities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or any other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC or in any other manner that will result in a violation of any U.S. sanctions administered by OFAC.

OFAC. None of the Company, any Subsidiary of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, Affiliate employee or person acting on behalf affiliate of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds from the offering of the offeringSecurities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Company, any Subsidiary orits subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate employee or person acting on behalf controlling affiliate of the Company or any of its Subsidiaries subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offeringsale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiaryof its subsidiaries, joint venture partner partners or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of the Company, any Subsidiary of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, Affiliate or person acting on behalf of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of the Company, any Subsidiary or, to the knowledge of the Company, any director, officer, agent, employee, Affiliate employee or person affiliate acting on behalf of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of the Company, any Subsidiary Company or its subsidiaries or, to the knowledge of the Company, TMM Holdings or New TMM Holdings, any director, officer, agent, employee, Affiliate employee or person acting on behalf affiliate of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or any other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC or in any other manner that will result in a violation of any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any director or officer of the Company, any Subsidiary ornor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate representative, agent or affiliate of the Company or any other person acting on behalf of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); , and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Shares contemplated hereby, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.. The Lovesac Company 2018 Follow-On Offering 11 Underwriting Agreement

OFAC. None of the Company, Company or any Subsidiary of its subsidiaries or, to the knowledge of the Company, any Target Company, any director, officer, agent, employee, Affiliate employee or person acting on behalf affiliate of the Company or Company, any of its Subsidiaries subsidiaries or any Target Company is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offeringOffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of the Company, any Subsidiary of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, Affiliate affiliate or person acting on behalf of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.. (ss)

OFAC. None Neither the Company nor any of the Company, any Subsidiary orits subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate affiliate or person acting on behalf of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person who is currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of the Company, any Subsidiary of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, Affiliate employee or person acting on behalf affiliate of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“"OFAC”"); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the shares of Common Stock hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Company, any Subsidiary orits subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate affiliate or person acting on behalf of the Company or any of its Subsidiaries subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC or to fund any activities of or business with any person in any country or territory that, at the time of such funding, is subject to any U.S. sanctions administered by OFAC.. (kk)