Common use of Additional Covenants Clause in Contracts

Additional Covenants. (a) The Dealer hereby confirms that it undertakes to comply with all applicable sections of the regulations of FINRA’s Rules of Fair Practice in connection with the Offerings. (b) The Dealer agrees that it will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as defined in Rule 405 under the Securities Act) concerning any Offering, other than any Preliminary Prospectus or the Prospectus. (c) The Manager shall not be under any obligation to the Dealer except for obligations assumed hereunder or in writing by the Manager in connection with any Offering. Nothing contained herein or in any communication in writing from us shall constitute the Manager and the Dealer an association or partners with one another. If such parties should be deemed to constitute a partnership for Federal income tax purposes, then the Dealer elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agrees not to take any position inconsistent with that election. The Dealer authorizes the Manager, in its discretion, to execute and file on its behalf such evidence of that election as may be required by the Internal Revenue Service. In connection with any Offering, each party shall be liable for its proportionate amount of any tax, claim, demand or liability that may be asserted against it alone, based upon the claim that either of them constitute an association, an unincorporated business or other entity, including, in each case, its proportionate amount of any expense incurred in defending against any such tax, claim, demand or liability. (d) The parties acknowledge and agree that all share related numbers contained in this Agreement shall be adjusted to take into account any stock split effected with respect to the Shares.

Additional Covenants. (a) The Dealer Agent hereby confirms that it undertakes is actually engaged in the investment banking and securities business and is a member in good standing with FINRA and hereby agrees that it will undertake to comply with all applicable sections of the regulations of FINRA’s Rules of Fair Practice FINRA rules (as amended from time to time, including without limitation, any successor provision) in connection with acting as sub-placement agent for the Offeringssale of the Shares. The Agent further agrees that in acting as sub-placement agent for the sale of the Shares, it will comply with all applicable laws, rules and regulations, including the applicable provisions of the Securities Act and the Exchange Act, the applicable rules and regulations of the Commission thereunder, and the applicable rules and regulations of any state or any securities exchange or self-regulatory organization having jurisdiction over the relevant Offering. (b) The Dealer Agent hereby agrees that in acting as sub-placement agent for the sale of the Shares, it will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as defined in Rule 405 under the Securities Act) concerning any Offering, other than any Preliminary Prospectus the Prospectus. The Agent further agrees that in acting as sub-placement agent for the sale of the Shares, it is not authorized by the Distributor or the ProspectusFund or any other seller of the Shares offered pursuant to the Prospectus to give any information or to make any representation not contained in the Prospectus in connection with the sale of such Shares. (c) The Manager Distributor shall not be under any obligation to the Dealer Agent except for obligations assumed hereunder or in writing by the Manager Distributor in connection with any Offering. Nothing contained herein or in any communication in writing from us shall constitute the Manager Distributor and the Dealer Agent an association or partners with one another. If such parties should be deemed to constitute a partnership for Federal income tax purposes, then the Dealer Agent elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agrees not to take any position inconsistent with that election. The Dealer Agent authorizes the ManagerDistributor, in its discretion, to execute and file on its behalf such evidence of that election as may be required by the Internal Revenue Service. In connection with any Offering, each party shall be liable for its proportionate amount of any tax, claim, demand or liability that may be asserted against it alone, based upon the claim that either of them constitute constitutes an association, an unincorporated business or other entity, including, in each case, its proportionate amount of any expense incurred in defending against any such tax, claim, demand or liability. (d) The parties acknowledge and agree that all share related numbers contained in this Agreement shall be adjusted to take into account any stock split effected with respect to the Shares. (e) The Agent shall at all times comply with the offering requirements as set forth under the heading “Plan of Distribution” in the Prospectus. (f) The Fund shall use its best efforts to list, subject to official notice of issuance, the Shares on the Stock Exchange and to maintain such listing.

Additional Covenants. (a) The Dealer Agent hereby confirms that it undertakes is actually engaged in the investment banking and securities business and is a member in good standing with FINRA and hereby agrees that it will undertake to comply with all applicable sections of the regulations of FINRA’s Rules of Fair Practice FINRA rules (as amended from time to time, including without limitation, any successor provision) in connection with acting as sub-placement agent for the Offeringssale of the Shares. The Agent further agrees that in acting as sub-placement agent for the sale of the Shares, it will comply with all applicable laws, rules and regulations, including the applicable provisions of the Securities Act and the Exchange Act, the applicable rules and regulations of the Commission thereunder, and the applicable rules and regulations of any state or any securities exchange or self-regulatory organization having jurisdiction over the relevant Offering. (b) The Dealer Agent hereby agrees that in acting as sub-placement agent for the sale of the Shares, it will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as defined in Rule 405 under the Securities Act) concerning any Offering, other than any Preliminary Prospectus the Prospectus. The Agent further agrees that in acting as sub-placement agent for the sale of the Shares, it is not authorized by the Distributor or the ProspectusFund or any other seller of the Shares offered pursuant to the Prospectus to give any information or to make any representation not contained in the Prospectus in connection with the sale of such Shares. (c) The Manager Distributor shall not be under any obligation to the Dealer Agent except for obligations assumed hereunder or in writing by the Manager Distributor in connection with any Offering. Nothing contained herein or in any communication in writing from us shall constitute the Manager Distributor and the Dealer Agent an association or partners with one another. If such parties should be deemed to constitute a partnership for Federal income tax purposes, then the Dealer Agent elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agrees not to take any position inconsistent with that election. The Dealer Agent authorizes the ManagerDistributor, in its discretion, to execute and file on its behalf such evidence of that election as may be required by the Internal Revenue Service. In connection with any Offering, each party shall be liable for its proportionate amount of any tax, claim, demand or liability that may be asserted against it alone, based upon the claim that either of them constitute constitutes an association, an unincorporated business or other entity, including, in each case, its proportionate amount of any expense incurred in defending against any such tax, claim, demand or liability. (d) The parties acknowledge and agree that all share related numbers contained in this Agreement shall be adjusted to take into account any stock split effected with respect to the Shares. (e) The Agent shall at all times comply with the offering requirements as set forth herein and under the heading “Plan of Distribution” in the Prospectus.

Additional Covenants. (a) The Dealer hereby confirms that it undertakes to comply with all applicable sections of the regulations of FINRA’s Rules of Fair Practice in connection with the Offerings. (b) The Dealer agrees that it will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as defined in Rule 405 under the Securities Act) concerning any Offering, other than any Preliminary the Prospectus or any Issuer Free Writing Prospectus to which the ProspectusManager and the Dealer have consented. (c) The Manager shall not be under any obligation to the Dealer except for obligations assumed hereunder or in writing by the Manager in connection with any Offering. Nothing contained herein or in any communication in writing from us shall constitute the Manager and the Dealer an association or partners with one another. If such parties should be deemed to constitute a partnership for Federal income tax purposes, then the Dealer elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agrees not to take any position inconsistent with that election. The Dealer authorizes the Manager, in its discretion, to execute and file on its behalf such evidence of that election as may be required by the Internal Revenue Service. In connection with any Offering, each party shall be liable for its proportionate amount of any tax, claim, demand or liability that may be asserted against it alone, based upon the claim that either of them constitute an association, an unincorporated business or other entity, including, in each case, its proportionate amount of any expense incurred in defending against any such tax, claim, demand or liability. (d) The parties acknowledge and agree that all share related numbers contained in this Agreement shall be adjusted to take into account any stock split effected with respect to the Shares.

Additional Covenants. (a) The Dealer hereby Agent ▇▇▇▇▇▇ confirms that it undertakes is actually engaged in the investment banking and securities business and is a member in good standing with FINRA and hereby agrees that it will undertake to comply with all applicable sections of the regulations of FINRA’s Rules of Fair Practice FINRA rules (as amended from time to time, including without limitation, any successor provision) in connection with acting as sub-placement agent for the Offeringssale of the Shares. The Agent further agrees that in acting as sub-placement agent for the sale of the Shares, it will comply with all applicable laws, rules and regulations, including the applicable provisions of the Securities Act and the Exchange Act, the applicable rules and regulations of the Commission thereunder, and the applicable rules and regulations of any state or any securities exchange or self-regulatory organization having jurisdiction over the relevant Offering. (b) The Dealer Agent ▇▇▇▇▇▇ agrees that in acting as sub-placement agent for the sale of the Shares, it will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as defined in Rule 405 under the Securities Act) concerning any Offering, other than any Preliminary Prospectus the Prospectus. The Agent further agrees that in acting as sub-placement agent for the sale of the Shares, it is not authorized by the Distributor or the ProspectusFund or any other seller of the Shares offered pursuant to the Prospectus to give any information or to make any representation not contained in the Prospectus in connection with the sale of such Shares. (c) The Manager Distributor shall not be under any obligation to the Dealer Agent except for obligations assumed hereunder or in writing by the Manager Distributor in connection with any Offering. Nothing contained herein or in any communication in writing from us shall constitute the Manager Distributor and the Dealer Agent an association or partners with one another. If such parties should be deemed to constitute a partnership for Federal income tax purposes, then the Dealer Agent elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agrees not to take any position inconsistent with that election. The Dealer Agent authorizes the ManagerDistributor, in its discretion, to execute and file on its behalf such evidence of that election as may be required by the Internal Revenue Service. In connection with any Offering, each party shall be liable for its proportionate amount of any tax, claim, demand or liability that may be asserted against it alone, based upon the claim that either of them constitute constitutes an association, an unincorporated business or other entity, including, in each case, its proportionate amount of any expense incurred in defending against any such tax, claim, demand or liability. (d) The parties acknowledge and agree that all share related numbers contained in this Agreement shall be adjusted to take into account any stock split effected with respect to the Shares. (e) The Agent shall at all times comply with the offering requirements as set forth under the heading “Plan of Distribution” in the Prospectus. (f) The Fund shall use its best efforts to list, subject to official notice of issuance, the Shares on the Stock Exchange and to maintain such listing.

Additional Covenants. (a) The Dealer hereby confirms that it undertakes to comply with all applicable sections of the regulations of FINRA’s Rules of Fair Practice in connection with the Offerings. (b) The Dealer agrees that it will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as defined in Rule 405 under the Securities Act) concerning any Offering, other than any Preliminary Prospectus or the Prospectus. (c) The Manager shall not be under any obligation to the Dealer except for obligations assumed hereunder or in writing by the Manager in connection with any Offering. Nothing contained herein or in any communication in writing from us shall constitute the Manager and the Dealer an association or partners with one another. If such parties should be deemed to constitute a partnership for Federal income tax purposes, then the Dealer elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agrees not to take any position inconsistent with that election. The Dealer authorizes the Manager, in its discretion, to execute and file on its behalf such evidence of that election as may be required by the Internal Revenue Service. In connection with any Offering, each party shall be liable for its proportionate amount of any tax, claim, demand or liability that may be asserted against it alone, based upon the claim that either of them constitute an association, an unincorporated business or other entity, including, in each case, its proportionate amount of any expense incurred in defending against any such tax, claim, demand or liability. (d) The parties acknowledge and agree that all share related numbers contained in this Agreement shall be adjusted to take into account any stock split effected with respect to the Shares. (e) The Fund shall use commercially reasonable efforts to list, subject to official notice of issuance, the Common Stock on the Stock Exchange and to maintain such listing.

Additional Covenants. (a) The Dealer hereby confirms that it undertakes to comply with all applicable sections of the regulations of the FINRA’s Rules of Fair Practice in connection with the Offerings. (b) The Dealer agrees that it will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as defined in Rule 405 under the Securities Act) concerning any Offering, other than any Preliminary Prospectus or the Prospectus. (c) The Manager shall not be under any obligation to the Dealer except for obligations assumed hereunder or in writing by the Manager in connection with any Offering. Nothing contained herein or in any communication in writing from us shall constitute the Manager and the Dealer an association or partners with one another. If such parties should be deemed to constitute a partnership for Federal income tax purposes, then the Dealer elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agrees not to take any position inconsistent with that election. The Dealer authorizes the Manager, in its discretion, to execute and file on its behalf such evidence of that election as may be required by the Internal Revenue Service. In connection with any Offering, each party shall be liable for its proportionate amount of any tax, claim, demand or liability that may be asserted against it alone, based upon the claim that either of them constitute an association, an unincorporated business or other entity, including, in each case, its proportionate amount of any expense incurred in defending against any such tax, claim, demand or liability. (d) The parties acknowledge and agree that all share related numbers contained in this Agreement shall be adjusted to take into account any stock split effected with respect to the Shares.

Additional Covenants. (a) The Dealer hereby confirms that it undertakes to comply with all applicable sections of the regulations of FINRAthe NASD’s Rules of Fair Practice in connection with the Offerings. (b) The Dealer agrees that it will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as defined in Rule 405 under the Securities Act) concerning any Offering, other than any Preliminary Prospectus or the Prospectus. (c) The Manager shall not be under any obligation to the Dealer except for obligations assumed hereunder or in writing by the Manager in connection with any Offering. Nothing contained herein or in any communication in writing from us shall constitute the Manager and the Dealer an association or partners with one another. If such parties should be deemed to constitute a partnership for Federal income tax purposes, then the Dealer elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agrees not to take any position inconsistent with that election. The Dealer authorizes the Manager, in its discretion, to execute and file on its behalf such evidence of that election as may be required by the Internal Revenue Service. In connection with any Offering, each party shall be liable for its proportionate amount of any tax, claim, demand or liability that may be asserted against it alone, based upon the claim that either of them constitute an association, an unincorporated business or other entity, including, in each case, its proportionate amount of any expense incurred in defending against any such tax, claim, demand or liability. (d) The parties acknowledge and agree that all share related numbers contained in this Agreement shall be adjusted to take into account any stock split effected with respect to the Shares.

Additional Covenants. (a) The Dealer hereby confirms that it undertakes Between the date of this Agreement and the Closing, the Werke Shareholders, with respect to comply WERKE, STPF with respect to itself and WICK, with respect to itself, will, and will cause their respective representatives to, (i) afford the other parties and their representatives access to their personnel, properties, contracts, books and records, and other documents and data, as reasonably requested by the other party; (ii) furnish the other parties and their representatives with copies of all applicable sections of the regulations of FINRA’s Rules of Fair Practice such contracts, books and records, and other existing documents and data as they may reasonably request in connection with the Offeringstransaction contemplated by this Agreement; and (iii) furnish the other parties and their representatives with such additional financial, operating, and other data and information as they may reasonably request. The Werke Shareholders will cause WERKE to and STPF and WICK will provide each other, with complete copies of all material contracts and other relevant information on a timely basis in order to keep the other parties fully informed of the status of their respective business and operations. (b) The Dealer agrees that it WICK will not usedeliver WICK's corporate books and records, authorize use ofincluding all records relating to WICK's audited financial statements, refer to, or participate in to the planning for use of any written communication (as defined in Rule 405 under the Securities Act) concerning any Offering, other than any Preliminary Prospectus or the ProspectusShareholders at Closing. (c) The Manager shall parties agree that they will not be under any obligation to the Dealer except for obligations assumed hereunder or in writing by the Manager in connection with any Offering. Nothing contained herein or in any communication in writing from us shall constitute the Manager make, and the Dealer an association Werke Shareholders will not permit WERKE to make, any public announcements relating to this Agreement or partners with one another. If such parties should be deemed to constitute a partnership for Federal income tax purposes, then the Dealer elects to be excluded from transactions contemplated herein without the application of Subchapter K, Chapter 1, Subtitle A prior written consent of the Internal Revenue Code of 1986 and agrees not to take any position inconsistent with that election. The Dealer authorizes the Managerother parties, in its discretion, to execute and file on its behalf such evidence of that election except as may be required by the Internal Revenue Service. In connection with any Offering, each party shall be liable for its proportionate amount of any tax, claim, demand or liability that may be asserted against it alone, based upon the claim that either written advice of them constitute an association, an unincorporated business counsel to comply with applicable laws or regulatory requirements after consulting with the other entity, including, in each case, its proportionate amount of any expense incurred in defending against any parties hereto and seeking their consent to such tax, claim, demand or liabilityannouncement. (d) The parties acknowledge WICK, STPF and agree that all share related numbers contained the Werke Shareholders will cooperate with each other in the preparation of a Form 10KSB for the period ending June 30, 2002 and Form 8-K to be filed with the SEC describing the transaction contemplated by this Agreement shall be adjusted and such other items as are required by the SEC rules and regulations. (e) Each of the WICK officers and directors will deliver a written statement to take into account any stock split effected with respect to the SharesWICK resigning from all officer and director positions held by them at WICK.

Additional Covenants. (a) The Dealer Each Party hereby confirms covenants to the other Party that it undertakes to comply will perform its obligations under this Agreement in compliance with all applicable sections Applicable Law. Without limiting the generality of the regulations foregoing, each Party agrees to process and transfer the Materials in compliance with Data Protection Law and, as applicable, the Clinical Trial participants’ informed consents. Adaptimmune acknowledges and agrees that upon receipt of FINRA’s Rules the Clinical Materials with respect to the ZENYTH Trial and the Completed Trials, it will become a data controller of Fair Practice in connection with personal data comprised within such Clinical Materials; provided, however, that nothing herein will relieve GSK of its responsibilities as a data controller of such personal data. Promptly after the OfferingsEffective Date, the Parties shall enter into a data ​ protection agreement, which will include applicable model clauses under GDPR to effectuate the foregoing. (b) The Dealer agrees Parties acknowledge and agree that, on an Active Trial-by-Active Trial and country-by-country basis, from and after the applicable Active Trial Transfer Date, Adaptimmune shall be a data controller of all personal data comprised within any Clinical Materials with respect to such Active Trial and such country, for purposes of applicable Data Protection Law. If an individual makes a written request to either Party to exercise any of their rights under Data Protection Law in respect of their personal information, the receiving Party will respond to that it request in accordance with Data Protection Law; provided that (i) if the request concerns processing of personal information undertaken by the other Party, the receiving Party will: (1) promptly forward the request to the other Party; and (2) cooperate and provide reasonable assistance in relation to that request to enable the other Party to respond in accordance with Data Protection Law; and (ii) all such responses will not use, authorize use of, refer to, or participate be in accordance with applicable provisions of the planning for use of any written communication data protection agreement to be executed pursuant to Section 9.3(a) (as defined in Rule 405 under the Securities ActAdditional Covenants) concerning any Offering, other than any Preliminary Prospectus or the Prospectusherein. (c) The Manager shall not be under any obligation to the Dealer except for obligations assumed hereunder or in writing by the Manager in connection with any Offering. Nothing contained herein or in any communication in writing from us shall constitute the Manager and the Dealer an association or partners with one another. If such parties should be deemed to constitute a partnership for Federal income tax purposes, then the Dealer elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agrees not to take any position inconsistent with that election. The Dealer authorizes the Manager, in its discretion, to execute and file on its behalf such evidence of that election as may be required by the Internal Revenue Service. In connection with any Offering, each party shall be liable for its proportionate amount of any tax, claim, demand or liability that may be asserted against it alone, based upon the claim that either of them constitute an association, an unincorporated business or other entity, including, in each case, its proportionate amount of any expense incurred in defending against any such tax, claim, demand or liability.[***] (d) The parties acknowledge and agree that all share related numbers contained in If, during the term of this Agreement or afterward, or Adaptimmune is required by any Regulatory Authority to provide any reported data related to the manufacture of lete-cel referenced in the Manufacturing Materials provided in the Manufacturing Transfer Plans and not otherwise provided to Adaptimmune pursuant to this Agreement, upon Adaptimmune’s written request (which request will include a copy of the request from the Regulatory Authority), GSK will [***]. In no event will any data provided pursuant to this paragraph become Additional Materials or Further Materials for any purpose under this Agreement. (e) Prior to the Active Trial Transfer Date, Adaptimmune and its Affiliates (i) shall be adjusted to take into account any stock split effected use Cyber EssentialsTM or equivalent information risk/cybersecurity policies with respect to the Sharestransfer and use of personal data included in the Materials transferred to Adaptimmune or its Affiliates by GSK or its Affiliates and (ii) shall require its and their respective Third Party subcontractors including CRO, who are in possession of the Materials, to adhere to and comply with equivalent information risk/cybersecurity policies with respect to the transfer and use of any personal data in such Materials.

Additional Covenants. (a) The Dealer hereby confirms Vanguard covenants that: (i) it shall promptly verify all monthly Account statements provided to it by the Transfer Agent and all daily Account statements and trade information made available to it; (ii) it will not exercise discretionary control, authority or management on behalf of any Plan such that it undertakes to comply with all applicable sections would be a Plan fiduciary within the meaning of the regulations Employee Retirement Income Security Act of FINRA’s Rules 1974 (“ERISA”) or the Internal Revenue Code of Fair Practice 1986 (“Code”) with respect to the provision of services pursuant to this Agreement; (iii) the receipt of fees by Vanguard as provided for in Section 6 of this Agreement will not constitute a non-exempt “prohibited transaction” as such term as defined in Section 406 of ERISA and Section 4975 of the Code; and (iv) it is not providing investment advisory services under this Agreement. (v) it will (a) respond to reasonable requests from Transfer Agent for information, reports and documents as Transfer Agent may reasonably request in connection with its compliance activities relating to the OfferingsFund; (b) provide certifications regarding the Plan Services; and (c) make records and personnel reasonably available during normal business hours to facilitate Transfer Agent’s review of transactions pursuant to this Agreement. (b) The Dealer agrees Fund covenants that: (i) it shall comply with all federal and state securities, insurance, ERISA and tax laws, rules and regulations applicable to it as a result of the transactions contemplated by this Agreement; (ii) it or its representative shall establish the Accounts on its or its representative’s mutual fund shareholder accounting system, as contemplated by this Agreement, and maintain the Accounts in accordance with all applicable federal and state securities laws, and such Accounts shall be in the name of Vanguard or such other party as may be designated by the Plan as the shareholder of record of shares of the Portfolios owned by the Plans (“Record Owner”); and (iii) in the event that a Portfolio, which is then included as an investment option within a Plan, becomes closed to new investors, it will not use, authorize use of, refer to, restrict or participate in otherwise preclude the planning for use purchase of any written communication (as defined in Rule 405 under the Securities Act) concerning any Offering, other than any Preliminary Prospectus or the Prospectusshares of such Portfolio by Plan Participants of such Plans that then hold shares of such Portfolio. (c) The Manager shall not be under any obligation to the Dealer except for obligations assumed hereunder or in writing by the Manager in connection with any Offering. Nothing contained herein or in any communication in writing from us shall constitute the Manager and the Dealer an association or partners with one another. If such parties should be deemed to constitute a partnership for Federal income tax purposes, then the Dealer elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agrees not to take any position inconsistent with that election. The Dealer authorizes the Manager, in its discretion, to execute and file on its behalf such evidence of that election as may be required by the Internal Revenue Service. In connection with any Offering, each party shall be liable for its proportionate amount of any tax, claim, demand or liability that may be asserted against it alone, based upon the claim that either of them constitute an association, an unincorporated business or other entity, including, in each case, its proportionate amount of any expense incurred in defending against any such tax, claim, demand or liability. (d) The parties acknowledge and agree that all share related numbers contained in this Agreement shall be adjusted to take into account any stock split effected with respect to the Shares.

Additional Covenants. (a) The Dealer hereby confirms that it undertakes to comply with all applicable sections of the regulations of FINRA’s Rules of Fair Practice in connection with the Offerings. (b) The Dealer agrees that it will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as defined in Rule 405 under the Securities Act) concerning any Offering, other than any Preliminary Prospectus or the Prospectus. (c) The Manager shall not be under any obligation to the Dealer except for obligations assumed hereunder or in writing by the Manager in connection with any Offeringoffering. Nothing contained herein or in any communication in writing from us shall constitute the Manager and the Dealer an association or partners with one another. If such parties should be deemed to constitute a partnership for Federal income tax purposes, then the Dealer elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agrees not to take any position inconsistent with that election. The Dealer authorizes the Manager, in its discretion, to execute and file on its behalf such evidence of that election as may be required by the Internal Revenue Service. In connection with any Offering, each party shall be liable for its proportionate amount of any tax, claim, demand or liability that may be asserted against it alone, based upon the claim that either of them constitute an association, an unincorporated business or other entity, including, in each case, its proportionate amount of any expense incurred in defending against any such tax, claim, demand or liability. (d) The parties acknowledge and agree that all share related numbers contained in this Agreement shall be adjusted to take into account any stock split effected with respect to the Shares.

Additional Covenants. GEO hereby agrees, so long as this Agreement remains in effect, to comply, and, to the extent applicable, cause each of its subsidiaries and controlled affiliates to comply, with the following covenants and obligations: (a) The Dealer hereby confirms GEO shall take any and all action reasonably necessary or appropriate, including without limitation, participating in all relevant proceedings and actively and timely communicating with the Creditor, so that the Restructuring may be consummated as promptly as possible, including without limitation by means of the Concurso Mercantil Proceeding or the Chapter 15 Case. Such action shall include but not be limited to: (i) facilitating the Creditor’s proof of claim against GEO in the Concurso Mercantil Proceeding; (ii) taking all actions reasonably necessary or appropriate (or reasonably requested by the Creditor) to have such claims recognized and, if necessary, defend against any objections or challenges to the amount or nature of such claims in the Concurso Mercantil Proceeding; (iii) timely and effectively communicating with the Creditor in respect of all material developments with respect to the Concurso Mercantil Proceeding or the Chapter 15 Case; and (iv) on or before the Effective Date, negotiating in good faith all Restructuring Documents necessary to implement and effect the Restructuring in accordance with the Term Sheet and the terms hereof, including, without limitation, the Concurso Mercantil Plan and such other material documentation as may be necessary or advisable in relation to the new indebtedness to be issued pursuant to the Restructuring; provided that the final form of all such documentation shall conform in all respects with the Term Sheet (including any amendments or modifications to the Term Sheet) and shall be in form and substance satisfactory to the Creditor (including with respect to any amendments or modifications thereto); (b) GEO shall not, and shall cause each of its subsidiaries and controlled affiliates not to, (i) enter into lock-up, support or similar agreements with holders of Eligible Debt of GEO or any other parties in interest unless such agreements support a restructuring of the Eligible Debt on terms that conform in all respects with the Term Sheet (including any amendments or modifications to the Term Sheet) and the Concurso Mercantil Plan, (ii) not materially amend the terms of any lock-up, support or similar agreements that it undertakes becomes a party to comply in compliance with all applicable sections the preceding clause (i), and (iii) provide written notice promptly to the Advisors (as defined below) of the regulations Creditor if the aggregate amount of FINRAthe indebtedness of holders or other parties in interest bound by such lock-up, support or similar agreements with GEO shall decrease or if any such lock-up, support or similar agreements shall be materially amended or modified or shall expire or be terminated at any time prior to the consummation of the Restructuring; (c) Without prejudice to the Creditor’s Rules rights hereunder, if GEO, or any of Fair Practice its subsidiaries or controlled affiliates, offers any holder of Eligible Debt a lock-up, support or similar agreement on terms and conditions that are more favorable to such holder than the terms and conditions in this Agreement, (i) the Company shall promptly provide notice of such offer to the Creditor and (ii) such more favorable terms and conditions shall automatically be incorporated into this Agreement at the option of the Creditor; (d) If GEO determines, in consultation with the Creditor, that it is necessary or appropriate to commence one or more Chapter 15 Cases, GEO shall, and shall cause each of its subsidiaries and controlled affiliates to, take any and all commercially reasonable actions to (i) commence such Chapter 15 Case(s) in the appropriate United States Bankruptcy Court (ii) obtain recognition of the Concurso Mercantile Proceeding as a “foreign main proceeding” pursuant to Chapter 15 of the United States Bankruptcy Code, and (iii) seek any additional relief in the Chapter 15 Case(s) that GEO determines, in consultation with the Creditor, is necessary or appropriate. GEO further agrees that it shall not, and shall cause each of its subsidiaries and controlled affiliates not to, support, agree to or seek entry of any relief in respect of the Chapter 15 Case that would prejudice the rights of the Creditor in any way. (e) GEO and/or its non-debtor subsidiaries or controlled affiliates that are or become party to agreements with the Creditor’s Advisors (as defined below) shall promptly pay or reimburse the Creditor for all reasonable and documented fees and expenses relating to the legal and financial advice of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, S.C. and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc. (collectively, the “Advisors”) in connection with any activities related to a restructuring of the Eligible Debt (including, without limitation, any activities related to the Restructuring and the preparation and negotiation of the Term Sheet, this Agreement, and all other documents and agreements required hereunder and/or under ancillary documents prepared in preparation for the commencement of the Concurso Mercantil Proceeding or otherwise in pursuit of the Restructuring) whether incurred prior to or following the date hereof) in accordance with and subject to the terms of the Term Sheet and all other applicable agreements between GEO and/or its non-debtor subsidiaries or controlled affiliates and the Advisors; (f) The Company shall promptly notify the Creditor of the occurrence of any Termination Event; (g) GEO shall not, and shall cause each of its subsidiaries and controlled affiliates not to, appeal, contest, protest, challenge or object to, or assist in or contribute in any manner (by providing advice, opinions, testimony, evidence or financial assistance) to any action that in any way seeks to appeal, contest, protest, challenge or object to the validity, suitability, eligibility, amount or recognition of the Relevant Debt or any Pending Claim of the Creditor or any other Participating Creditor in any proceeding, court, hearing or tribunal in Mexico, the United States or elsewhere; (h) GEO hereby agrees not to, and to cause each of its subsidiaries and controlled affiliates not to: (i) except for those actions required to effect the Restructuring in accordance with the Concurso Mercantil Plan and the Chapter 15 Case, if any, initiate or participate in any legal action or proceeding in any court against the Creditor or any other Participating Creditor in respect of the Pending Claims or the Relevant Debt or, to the extent applicable, terminate any standstill agreement with respect to the Relevant Debt or the Pending Claims, or exercise any rights or assert any claim under, or in respect of, the Relevant Debt or the Pending Claims, applicable law or otherwise with respect to any present or future action in connection with the Offerings.Relevant Debt or the Pending Claims, unless such exercise is necessary to preserve its legal rights or remedies and/or appellate rights and/or to contest any claim made, in each case by any Participating Creditor that breaches the terms of this Agreement or any other agreement, document or stipulation entered into on the date hereof by GEO; (bii) The Dealer agrees that take any action, directly or indirectly, to otherwise reduce, limit, cancel, novate, prejudice or impair the rights of the Creditor to recover amounts owed to it will not use, authorize use of, refer to, by GEO pursuant to its Relevant Debt or participate any Pending Claim and the transactions described in the planning for use of any written communication (as defined in Rule 405 under the Securities Act) concerning any Offering, other than any Preliminary Prospectus Concurso Mercantil Plan or the Prospectus. Chapter 15 Case, if any, (c) The Manager it being understood that any action to effect the Restructuring in accordance therewith shall not be under any obligation to the Dealer except for obligations assumed hereunder a violation of this paragraph(g)(ii)), including without limitation by asserting by way of motion, defense, or in writing by the Manager in connection with any Offering. Nothing contained herein or otherwise, in any communication in writing from us shall constitute existing or pending legal action or proceeding, any defense or counterclaim that the Manager and the Dealer an association Relevant Debt or partners with one another. If such parties should be deemed to constitute a partnership for Federal income tax purposesany Pending Claim has been reduced, then the Dealer elects to be excluded from the application of Subchapter Klimited, Chapter 1cancelled, Subtitle A novated, prejudiced or impaired by virtue of the Internal Revenue Code of 1986 Concurso Mercantil Proceeding and agrees not to take any position inconsistent with that election. The Dealer authorizes the Managerancillary proceeding, in its discretionany Chapter 15 Case, to execute and file on its behalf such evidence of that election as may be required by the Internal Revenue Service. In connection with any Offeringif any, each party shall be liable for its proportionate amount of any tax, claim, demand or liability that may be asserted against it alone, based upon the claim that either of them constitute an association, an unincorporated business or other entity, including, in each case, its proportionate amount of any expense incurred in defending against any such tax, claim, demand or liability.this Agreement; or (diii) The parties acknowledge and agree that all share related numbers contained in this Agreement shall be adjusted to take into account solicit or obtain any stock split effected debtor-in-possession financing, or otherwise borrow funds whether as part of the Concurso Mercantil Proceeding or otherwise, without the prior written consent of the Creditor except with respect to (a) any project level financing within the Shares.consolidated business plan for the Company and its subsidiaries, provided such business plan has been provided and is acceptable to the Creditor, and