Common use of Governmental Authorizations Clause in Contracts

Governmental Authorizations. (a) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, all Governmental Authorizations, and have made all filings required under applicable Laws, necessary to enable the Acquired Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all such Governmental Authorizations are valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required and (iii) each Acquired Company is, and since January 1, 2018 has been, in compliance with the terms and requirements of such Governmental Authorizations. Since January 1, 2018, none of the Acquired Companies has received any written notice or, to the Knowledge of the Company, other communication from any Governmental Authority regarding (i) any actual or alleged material violation of or material failure to comply with any term or requirement of any material Governmental Authorization or (ii) any actual or threatened revocation, withdrawal, suspension, cancellation or termination of any material Governmental Authorization. (b) Part 2.17(b) of the Disclosure Schedule describes the material terms of each material grant, incentive, tax reduction or deferral arrangement or subsidy provided or made available to or for the benefit of any of the Acquired Companies by any Governmental Authority or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies is in compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or subsidy identified or required to be identified in Part 2.17(b) of the Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement nor the consummation of the Merger or any of the other Contemplated Transactions will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement or subsidy identified or required to be identified in Part 2.17(b) of the Disclosure Schedule.

Governmental Authorizations. (a) Except as would not reasonably be expected to be, individually or in the aggregate, material to Each of the Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, Corporations holds all material Governmental Authorizations, and have made all filings required under applicable Laws, Authorizations necessary to enable the such Acquired Companies Corporation to conduct their respective businesses its business in the manner in which such businesses are business is currently being conducted; (ii) conducted by such Acquired Corporation, and all such Governmental Authorizations are valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required and (iii) each in all material respects. Each of the Acquired Company Corporations is, and has been at all times since January April 1, 2018 has been2011, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since January April 1, 20182011, none of the Acquired Companies Corporations has received any written notice ornotice, to the Knowledge of the Company, or any other communication from any Governmental Authority regarding Body regarding: (i) any actual or alleged asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material violation of or material failure to comply with any term or requirement of any material Governmental Authorization Authorization; or (iiiv) any actual or threatened alleged revocation, withdrawal, suspension, cancellation cancellation, termination or termination modification of any material Governmental Authorization. (b) Part 2.17(b3.14(b) of the Disclosure Schedule describes the material terms of each material pending and outstanding grant, incentive, tax reduction or deferral arrangement incentive or subsidy provided or made available to or for the benefit of any of the Acquired Companies Corporations by any Governmental Authority or otherwise, which is in effect as of the date of this AgreementBody. Each of the Acquired Companies Corporations is in compliance in all material respects with all of the terms and requirements of each such grant, incentive, tax reduction incentive or deferral arrangement or subsidy identified or required to be identified in Part 2.17(b) of the Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a wholesubsidy. Neither the execution, delivery or performance of this Agreement Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactions will Transactions, shall (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement incentive or subsidy identified or required to be identified in Part 2.17(b3.14(b) of the Disclosure Schedule.

Governmental Authorizations. (a) Except as would not reasonably be expected to benot, individually or in the aggregate, reasonably be expected to be material to the Acquired Companies Companies, taken as a whole: (i) the Acquired Companies hold, and since January May 1, 2018 2014 have held, all material Governmental Authorizations, and have made all filings required under applicable LawsLegal Requirements, necessary to enable the Acquired Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all such Governmental Authorizations are valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required and effect; (iii) each Acquired Company is, and since January May 1, 2018 2014 has been, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since January ; and (iv) since May 1, 20182014, none of the Acquired Companies has received any written notice or, to the Knowledge knowledge of the Company, other communication from any Governmental Authority Body regarding (iA) any actual or alleged material possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization or (iiB) any actual or threatened possible revocation, withdrawal, suspension, cancellation cancellation, termination or termination material modification of any material Governmental Authorization. (b) Part 2.17(b2.14(b) of the Disclosure Schedule describes the material terms of each material grant, incentive, tax reduction or deferral arrangement incentive or subsidy provided or made available to or for the benefit of any of the Acquired Companies by any Governmental Authority Body or otherwise. Except as would not, which is individually or in effect the aggregate, reasonably be expected to be material to the Acquired Companies, taken as of the date of this Agreement. Each a whole, each of the Acquired Companies is in full compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement incentive or subsidy identified or required to be identified in Part 2.17(b2.14(b) of the Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement nor the consummation of the Merger or any of the other Contemplated Transactions will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement incentive or subsidy identified or required to be identified in Part 2.17(b2.14(b) of the Disclosure Schedule.

Governmental Authorizations. (a) Except as would not reasonably be expected to be, individually or in the aggregate, material to the The Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, hold all Governmental Authorizations, and have made all filings required under applicable Laws, Authorizations necessary to enable the Acquired Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all , except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Companies. All such Governmental Authorizations are valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required and (iii) each effect. Each Acquired Company is, and at all times since January 1, 2018 1999 has been, in substantial compliance with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such Governmental AuthorizationsAuthorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Companies. Since January 1, 20181999, none of the Acquired Companies has received any written notice or, to the Knowledge of the Company, or other communication from any Governmental Authority Body regarding (ia) any actual or alleged material possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization Authorization, or (iib) any actual or threatened possible revocation, withdrawal, suspension, cancellation cancellation, termination or termination modification of any material Governmental Authorization. (b) Part 2.17(b2.14(b) of the Company Disclosure Schedule Letter describes the material terms of each material grant, incentive, tax reduction or deferral arrangement incentive or subsidy provided or made available to or for the benefit of any of the Acquired Companies by any U.S. or foreign Governmental Authority Body or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies is in full compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or incentive and subsidy identified or required to be identified in Part 2.17(b2.14(b) of the Company Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a wholeLetter. Neither the execution, delivery or performance of this Agreement Agreement, nor the consummation of the Merger or any of the other Contemplated Transactions transactions contemplated by this Agreement, will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement incentive or subsidy identified or required to be identified in Part 2.17(b2.14(b) of the Company Disclosure ScheduleLetter.

Governmental Authorizations. (a) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired The Parent Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, hold all Governmental Authorizations, and have made all filings required under applicable Laws, Authorizations necessary to enable the Acquired Parent Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all , except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Parent Companies. All such Governmental Authorizations are valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required and (iii) each Acquired effect. Each Parent Company is, and at all times since January April 1, 2018 2001 has been, in substantial compliance with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance the terms and requirements of any such Governmental Authorizations has not had and would not reasonably be expected to result in a Material Adverse Effect on the Parent Companies. Since January April 1, 20182001, none of the Acquired Parent Companies has received any written notice or, to the Knowledge of the Company, or other communication (in writing or otherwise) from any Governmental Authority Body regarding (i) any actual or alleged material possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization or (ii) any actual or threatened possible revocation, withdrawal, suspension, cancellation cancellation, termination or termination modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Parent Companies to design, manufacture, offer or sell any of its products. (b) Part 2.17(b) Each of the Disclosure Schedule describes Parent Companies is in full compliance with all of the material terms and requirements of each material grant, incentive, tax reduction or deferral arrangement or incentive and subsidy provided or made available to or for the benefit of any of the Acquired Parent Companies by any U.S. or foreign Governmental Authority Body or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies is in compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or subsidy identified or required to be identified in Part 2.17(b) of the Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement Agreement, nor the consummation of the Merger or any of the other Contemplated Transactions transactions contemplated by this Agreement, will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement incentive or subsidy identified provided or required made available to be identified in Part 2.17(b) or for the benefit of any of the Disclosure ScheduleParent Companies by any U.S. or foreign Governmental Body or otherwise.

Governmental Authorizations. (a) Except as would not reasonably be expected to beThe Acquired Corporations hold, individually or in the aggregate, material to the Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have heldextent legally required, all material Governmental Authorizations, and have made all filings required under applicable Laws, Authorizations necessary to enable the Acquired Companies Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) . As of the date of this Agreement, all such Governmental Authorizations are valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required and (iii) each effect. Each Acquired Company Corporation is, and since January 1, 2018 at all times has been, in compliance with the terms and requirements of such Governmental Authorizations, except for any failure to comply that would not have a Company Material Adverse Effect. Since January 1, 20182005, none of the Acquired Companies Corporations has received any written notice or, to the Knowledge of the Company, other overt communication from any Governmental Authority Body regarding (i) any actual or alleged material violation of or material failure to comply with any term or requirement of any material Governmental Authorization or (ii) any actual or threatened possible revocation, withdrawal, suspension, cancellation cancellation, termination or termination modification of any material Governmental Authorization. (b) Part 2.17(b2.14(b) of the Disclosure Schedule describes the material terms of each material grant, incentive, tax reduction or deferral arrangement incentive or subsidy provided or made available to or for the benefit of any of the Acquired Companies Corporations by any U.S. or foreign Governmental Authority Body or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies Corporations is in full compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or incentive and subsidy identified or required to be identified in Part 2.17(b2.14(b) of the Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement Agreement, nor the consummation of the Merger or any of the other Contemplated Transactions transaction contemplated by this Agreement, does or will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement incentive or subsidy identified or required to be identified in Part 2.17(b2.14(b) of the Disclosure Schedule.

Governmental Authorizations. (a) Except as would not reasonably be expected to be, individually or in the aggregate, material to Each of the Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, Corporations holds all material Governmental Authorizations, and have made all filings required under applicable Laws, Authorizations necessary to enable the Acquired Companies it to conduct their its respective businesses in the manner in which such businesses are currently being conducted; (ii) all . All such Governmental Authorizations are valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required and (iii) each effect. Each of the Acquired Company Corporations is, and at all times since January April 1, 2018 2008 has been, in compliance with the terms and requirements of such Governmental Authorizations. Since January April 1, 20182008, none of the Acquired Companies Corporations has received any written notice or, to the Knowledge of the Company, other communication from any Governmental Authority regarding Body regarding: (i) any actual or alleged material possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization Authorization; or (ii) any actual or threatened possible revocation, withdrawal, suspension, cancellation cancellation, termination or termination modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any product or service. (b) Part 2.17(b3.14(b) of the Disclosure Schedule describes the material terms of each material grant, incentive, tax reduction or deferral arrangement incentive or subsidy provided or made available to or for the benefit of any of the Acquired Companies Corporations by any U.S. or foreign Governmental Authority Body or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies Corporations is in full compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or incentive and subsidy identified or required to be identified in Part 2.17(b3.14(b) of the Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement or the Shareholder Agreements, nor the consummation of the Merger Offer or the Mergers or any of the other Contemplated Transactions Transactions, does or will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement incentive or subsidy identified or required to be identified in Part 2.17(b3.14(b) of the Disclosure Schedule.

Governmental Authorizations. (a) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies taken as a whole: (i) the Acquired Companies hold, The Company and since January 1, 2018 have held, its Subsidiaries hold all Governmental Authorizations, and have made all filings required under applicable Laws, Authorizations necessary to enable the Acquired Companies them to conduct their respective businesses in the manner in which such businesses are currently being conducted, except where failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ii) all such the Governmental Authorizations held by the Company and its Subsidiaries are valid and in full force and effect or expired at a time when effect, except where the failure of such Governmental Authorizations no longer were required to be valid and in full force and effect would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and (iii) each the Acquired Company is, and since January 1, 2018 has been, Entities are in compliance with the terms and requirements of such Governmental Authorizations, except where failure to be in compliance would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Since January 1, 20182011, none of the no Acquired Companies Entity has received any written notice from any Governmental Entity: (A) asserting any material violation of any term or requirement of any material Governmental Authorization held by such Acquired Entity; (B) notifying such Acquired Entity of the revocation or withdrawal of any material Governmental Authorization held by such Acquired Entity; or (C) imposing any condition, modification or amendment on any Governmental Authorization, other than such condition, modification or amendment that would also be imposed on similarly situated holders of such Governmental Authorization. (b) Section 2.11(b) of the Company Disclosure Schedule identifies all of the Company Communications Licenses as of the date hereof. The Company Communications Licenses are valid and in full force and effect and are not subject to any material conditions, except those conditions that may be contained within the terms of such Company Communications Licenses. No action by or before any Telecommunications Regulatory Authority is pending (or, to the Knowledge of the Company, other communication from any Governmental Authority regarding is being threatened) in which the requested remedy is: (i) any actual or alleged material violation of the revocation, suspension, cancellation, rescission or material failure modification of, or the refusal to comply with renew, any term or requirement of any material Governmental Authorization the Company Communications Licenses; or (ii) any actual or threatened revocation, withdrawal, suspension, cancellation or termination of any material Governmental Authorization. (b) Part 2.17(b) of the Disclosure Schedule describes the material terms of each material grant, incentive, tax reduction or deferral arrangement or subsidy provided or made available to or for the benefit of imposition on any of the Acquired Companies by any Governmental Authority Entities of material fines, penalties or otherwise, which is in effect as forfeitures. The holder of the date of this Agreement. Each of the Acquired Companies each Company Communications License is in compliance in all material respects with such Company Communications License and has fulfilled and performed all of its obligations with respect thereto, including all reports, notifications and applications required by the terms Communications Act and requirements State Telecommunications Laws, and the payment of each grantall regulatory assessments, incentive, tax reduction or deferral arrangement or subsidy identified or required to be identified in Part 2.17(b) of the Disclosure Schedulefees and contributions, except (i) for exemptions, waivers or similar concessions or allowances and (ii) where the such failure of such licensee to be in compliance compliance, fulfill or perform its obligations or pay such assessments, fees or contributions has not had, and would not reasonably be expected to behave, individually or in the aggregate, material to the Acquired Companiesa Material Adverse Effect. The Universal Service Administration Company has not initiated any inquiries, taken as a whole. Neither the execution, delivery audits or performance of this Agreement nor the consummation of the Merger or other proceedings against any of the other Contemplated Transactions will Acquired Entities (with or without notice or lapse of time) give any Person and, to the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement or subsidy identified or required to be identified in Part 2.17(b) Knowledge of the Disclosure ScheduleCompany, no such inquiries, audits or other proceedings are being threatened by the Universal Service Administration Company against any of the Acquired Entities) that would have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Governmental Authorizations. (a) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies Inphi Entities, taken as a whole: (i) the Acquired Companies Inphi Entities hold, and since January 1, 2018 2016 have held, all material Governmental Authorizations, and have made all filings required under applicable LawsLegal Requirements, necessary to enable the Acquired Companies Inphi Entities to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all such Governmental Authorizations are valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required effect; and (iii) each Acquired Company Inphi Entity is, and since January 1, 2018 2016 has been, in compliance with the terms and requirements of such Governmental Authorizations. Since January 1, 2018, none of the Acquired Companies Inphi Entities has received any written notice or, to the Knowledge of the Company, other communication from any Governmental Authority Body regarding (i) any actual or alleged material possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization or (ii) any actual or threatened possible revocation, withdrawal, suspension, cancellation cancellation, termination or termination modification of any material Governmental Authorization. (b) Part 2.17(b2.14(b) of the Company Disclosure Schedule describes the material terms of each material grant, incentive, tax reduction or deferral arrangement incentive or subsidy provided or made available to or for the benefit of any of the Acquired Companies Inphi Entities by any Governmental Authority Body or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies Inphi Entities is in full compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement incentive or subsidy identified or required to be identified in Part 2.17(b2.14(b) of the Company Disclosure Schedule, except where the failure to be in full compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired CompaniesInphi Entities, taken as a whole. Neither the execution, delivery or performance of this Agreement nor the consummation of the Merger Mergers or any of the other Contemplated Transactions will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement incentive or subsidy identified or required to be identified in Part 2.17(b2.14(b) of the Company Disclosure Schedule.

Governmental Authorizations. (a) Except as would not reasonably be expected to be, individually or in the aggregate, material to the The Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, Corporations hold all Governmental Authorizations, and have made all filings required under applicable Laws, Authorizations necessary to enable the Acquired Companies Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) , except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. To the best of the Company's knowledge, all such Governmental Authorizations are valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required and (iii) each effect. Each Acquired Company Corporation is, and at all times since January 1June 30, 2018 2000 has been, in substantial compliance with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such Governmental AuthorizationsAuthorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since January 1June 30, 20182000, none of the Acquired Companies Corporations has received any written notice or, to the Knowledge of the Company, or other communication from any Governmental Authority Body regarding (ia) any actual or alleged material possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization Authorization, or (iib) any actual or threatened possible revocation, withdrawal, suspension, cancellation cancellation, termination or termination modification of any material Governmental Authorization. No Governmental Body has at any time challenged in a writing delivered to the Company or any of its Subsidiaries the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or services. (b) Part 2.17(b3.15(b) of the Company Disclosure Schedule describes the material terms of each material grant, incentive, tax reduction or deferral arrangement incentive or subsidy provided or made available to or for the benefit of any of the Acquired Companies Corporations by any U.S. or foreign Governmental Authority Body or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies Corporations is in full compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or incentive and subsidy identified or required to be identified in Part 2.17(b3.15(b) of the Company Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement Agreement, nor the consummation of the Merger or any of the other Contemplated Transactions transactions contemplated by this Agreement, will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement incentive or subsidy identified or required to be identified in Part 2.17(b3.15(b) of the Company Disclosure Schedule.

Governmental Authorizations. (a) Except as would not reasonably be expected to be, individually or in the aggregate, material to Each of the Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, Corporations holds all material Governmental Authorizations, and have made all filings required under applicable Laws, Authorizations necessary to enable the such Acquired Companies Corporation to conduct their respective businesses its business in the manner in which such businesses are business is currently being conducted; (ii) conducted or as currently proposed to be conducted by such Acquired Corporation, and all such Governmental Authorizations are valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required and (iii) each in all material respects. Each of the Acquired Company Corporations is, and since January 1, 2018 has beenbeen at all times, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since January 1, 2018, none None of the Acquired Companies Corporations has received any written notice or, to the Knowledge of the Company, other communication from any Governmental Authority Body regarding (i) any asserted failure by it to have obtained any such Governmental Authorization, or any past and unremedied failure to obtain any such Governmental Authorizations. None of the Acquired Corporations has Knowledge of any circumstances regarding any actual or alleged material violation of or material failure to comply with any term or requirement of any material Governmental Authorization Authorization, or (ii) any actual or threatened alleged revocation, withdrawal, suspension, cancellation cancellation, termination or termination modification of any material Governmental Authorization. (b) Part 2.17(b3.15(b) of the Disclosure Schedule describes the material terms of each material grant, incentive, tax reduction or deferral arrangement incentive or subsidy provided or made available to or for the benefit of any of the Acquired Companies Corporations by any Governmental Authority or otherwise, which is in effect as of the date of this AgreementBody. Each of the Acquired Companies Corporations is in compliance in all material respects with all of the terms and requirements of each such grant, incentive, tax reduction incentive or deferral arrangement or subsidy identified or required to be identified in Part 2.17(b) of the Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a wholesubsidy. Neither the execution, delivery or performance of this Agreement Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactions Transactions, will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement incentive or subsidy identified or required to be identified in Part 2.17(b3.15(b) of the Disclosure Schedule.

Governmental Authorizations. (a) Except as would not reasonably be expected to be, individually or in Part 2.17 of the aggregate, material to the Acquired Companies taken as a whole: Disclosure Schedule identifies: (i) the Acquired Companies hold, and since January 1, 2018 have held, all each Governmental Authorizations, and have made all filings required under applicable Laws, necessary to enable the Acquired Companies to conduct their respective businesses in the manner in which such businesses are currently being conductedAuthorization that is held by MS; and (ii) each other Governmental Authorization that, to the best of the Knowledge of MS and the Selling Shareholders, is held by any of MS's employees and relates to or is useful in connection with MS's business. MS has delivered to the Purchaser accurate and complete copies of all such of the Governmental Authorizations are identified in Part 2.17 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.17 of the Disclosure Schedule is valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required effect. (b) Except as set forth in Part 2.17 of the Disclosure Schedule: (i) MS and (iii) each Acquired Company isits employees are, and since January 1, 2018 has MS and its respective employees have at all times been, in full compliance with all of the terms and requirements of such each Governmental Authorizations. Since January 1, 2018, none Authorization identified or required to be identified in Part 2.17 of the Acquired Companies Disclosure Schedule; (ii) no event has received any written occurred, and no condition or circumstance exists, that might (with or without notice or, to the Knowledge or lapse of the Company, other communication from any Governmental Authority regarding time) (iA) any actual constitute or alleged material result directly or indirectly in a violation of or material a failure to comply with any term or requirement of any material Governmental Authorization or (ii) any actual or threatened revocation, withdrawal, suspension, cancellation or termination of any material Governmental Authorization. (b) Part 2.17(b) of the Disclosure Schedule describes the material terms of each material grant, incentive, tax reduction or deferral arrangement or subsidy provided or made available to or for the benefit of any of the Acquired Companies by any Governmental Authority or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies is in compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or subsidy identified or required to be identified in Part 2.17(b) 2.17 of the Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or (B) result directly or indirectly in the aggregaterevocation, material to the Acquired Companieswithdrawal, taken as a whole. Neither the executionsuspension, delivery cancellation, termination or performance modification of this Agreement nor the consummation of the Merger or any of the other Contemplated Transactions will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement or subsidy Governmental Authorization identified or required to be identified in Part 2.17(b) 2.17 of the Disclosure Schedule; (iii) MS has never received, and, to the best of the Knowledge of MS and the Selling Shareholders, no employee of MS has ever received, any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.17 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. (c) The Governmental Authorizations identified in Part 2.17 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable MS to conduct its business in the manner in which its business is currently being conducted and in the manner in which its business is currently proposed to be conducted, and (ii) to permit MS to own and use its assets in the manner in which they are currently owned and used and in the manner in which they are currently proposed to be owned and used.

Governmental Authorizations. (a) Except as would not reasonably be expected to bePart 2.15 of the Disclosure Schedule identifies: each Governmental Authorization that is held by the Company or any of its subsidiaries; and each other Governmental Authorization that, individually or in the aggregate, material to the Acquired Companies taken as a whole: (i) best Knowledge of the Acquired Companies holdCompany and the Selling Shareholders, is held by any of the employees of the Company or any of its subsidiaries and since January 1, 2018 have held, relates to or is useful in connection with the business of the Company or any of its subsidiaries. The Company has delivered to the Purchaser accurate and complete copies of all Governmental Authorizations, and have made all filings required under applicable Laws, necessary to enable of the Acquired Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all such Governmental Authorizations are identified in Part 2.15 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.15 of the Disclosure Schedule is valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required and effect. (iiib) Except as set forth in Part 2.15 of the Disclosure Schedule: (i) the Company, each Acquired Company isof its subsidiaries, and since January 1their respective employees are, 2018 has and their employees have at all times been, in full compliance with all of the terms and requirements of such each Governmental Authorizations. Since January 1, 2018, none Authorization identified or required to be identified in Part 2.15 of the Acquired Companies Disclosure Schedule; (ii) no event has received any written occurred, and no condition or circumstance exists, that might (with or without notice or, to the Knowledge or lapse of the Company, other communication from any Governmental Authority regarding time) (iA) any actual constitute or alleged material result directly or indirectly in a violation of or material a failure to comply with any term or requirement of any material Governmental Authorization or (ii) any actual or threatened revocation, withdrawal, suspension, cancellation or termination of any material Governmental Authorization. (b) Part 2.17(b) of the Disclosure Schedule describes the material terms of each material grant, incentive, tax reduction or deferral arrangement or subsidy provided or made available to or for the benefit of any of the Acquired Companies by any Governmental Authority or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies is in compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or subsidy identified or required to be identified in Part 2.17(b) 2.15 of the Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or (B) result directly or indirectly in the aggregaterevocation, material to the Acquired Companieswithdrawal, taken as a whole. Neither the executionsuspension, delivery cancellation, termination or performance modification of this Agreement nor the consummation of the Merger or any of the other Contemplated Transactions will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement or subsidy Governmental Authorization identified or required to be identified in Part 2.17(b) 2.15 of the Disclosure Schedule; (iii) neither the Company nor any of its subsidiaries has ever received, and, to the best Knowledge of the Selling Shareholders, no employee of the Company or any of its subsidiaries has ever received, any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.15 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. (c) The Governmental Authorizations identified in Part 2.15 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Company and each of its subsidiaries to conduct its business in the manner in which its business is currently being conducted, and (ii) to permit the Company and each of its subsidiaries to own and use its assets in the manner in which they are currently owned and used.

Governmental Authorizations. (a) Except as would not reasonably be expected to be, individually or in Part 2.15 of the aggregate, Company Disclosure Schedule identifies each material to Governmental Authorization held by the Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, all Governmental Authorizations, and have made all filings required under applicable Laws, necessary to enable the Acquired Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all such Company. The Governmental Authorizations held by the Company are valid and in full force and effect or expired at a time when such effect, and collectively constitute all material Governmental Authorizations no longer were required necessary (i) to enable the Company to conduct its business in the manner in which its business is currently being conducted and in the manner in which its business is proposed to be conducted; and (iiiii) each Acquired to permit the Company to own and use its assets in the manner in which they are currently owned and used and in the manner in which they are proposed to be owned and used. The Company is, and at all times since January 1, 2018 its inception has been, in compliance with the terms and requirements of such the respective Governmental AuthorizationsAuthorizations held by the Company. Since January 1, 2018, none of the Acquired Companies has received any written notice or, to the Knowledge date of the Company’s inception, the Company has not received any notice or other communication from any Governmental Authority Body regarding (iA) any actual or alleged material possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization Authorization; or (iiB) any actual or threatened possible revocation, withdrawal, suspension, cancellation cancellation, termination or termination modification of any material Governmental Authorization. (b) Part 2.17(b(i) of The Company and, to the Disclosure Schedule describes the material terms of each material grantCompany’s Knowledge, incentiveits Employees are, tax reduction or deferral arrangement or subsidy provided or made available to or for the benefit of any of the Acquired Companies by any Governmental Authority or otherwiseand have at all times been, which is in effect as of the date of this Agreement. Each of the Acquired Companies is in full compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or subsidy Governmental Authorization identified or required to be identified in Part 2.17(b) 2.15 of the Company Disclosure Schedule; (ii) no event has occurred, except where the failure to be in compliance would not reasonably be expected to beand no condition or circumstance exists, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement nor the consummation of the Merger or any of the other Contemplated Transactions will that might (with or without notice or lapse of time) give (A) constitute or result directly or indirectly in a violation of or a failure to comply with any Person the right to revoke, withdraw, suspend, cancel, terminate term or modify requirement of any grant, incentive, tax reduction or deferral arrangement or subsidy Governmental Authorization identified or required to be identified in Part 2.17(b) 2.15 of the Company Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.15 of the Company Disclosure Schedule; (iii) the Company has never received, and, to the Knowledge of the Company, no Employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.15 of the Company Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body.

Governmental Authorizations. (a) Except as would not reasonably be expected to be, individually or in the aggregate, material to the The Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, Corporations hold all Governmental Authorizations, and have made all filings required under applicable Laws, Authorizations necessary to enable the Acquired Companies Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all , except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. All such Governmental Authorizations are valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required and (iii) each effect. Each Acquired Company Corporation is, and at all times since January April 1, 2018 2001 has been, in substantial compliance with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance the terms and requirements of any such Governmental Authorizations has not had and would not reasonably be expected to result in a Material Adverse Effect on the Acquired Corporations. Since January April 1, 20182001, none of the Acquired Companies Corporations has received any written notice or, to the Knowledge of the Company, or other communication (in writing or otherwise) from any Governmental Authority Body regarding (i) any actual or alleged material possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization or (ii) any actual or threatened possible revocation, withdrawal, suspension, cancellation cancellation, termination or termination modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its products. (b) Part 2.17(b2.14(b) of the Company Disclosure Schedule describes the material terms of lists each material grant, incentive, tax reduction or deferral arrangement incentive or subsidy provided or made available to or for the benefit of any of the Acquired Companies Corporations by any U.S. or foreign Governmental Authority Body or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies Corporations is in full compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or incentive and subsidy identified or required to be identified in Part 2.17(b2.14(b) of the Company Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement Agreement, nor the consummation of the Merger or any of the other Contemplated Transactions transactions contemplated by this Agreement, will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement incentive or subsidy identified or required to be identified in Part 2.17(b2.15(b) of the Company Disclosure Schedule.

Governmental Authorizations. (a) Except as would not reasonably be expected to be, individually or in the aggregate, The Acquired Corporations hold all material to the Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, all Governmental Authorizations, and have made all filings required under applicable Laws, Authorizations necessary to enable the Acquired Companies Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all . All such Governmental Authorizations are valid and in full force and effect effect, except as would not have and would not reasonably be expected to have or expired at result in a time when such Governmental Authorizations no longer were required and (iii) each Company Material Adverse Effect. Each Acquired Company Corporation is, and at all times since January 1, 2018 2003 has been, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since January 1, 20182003, none of the Acquired Companies Corporations has received any written notice or, to the Knowledge of the Company, or other communication from any Governmental Authority regarding Body regarding: (i) any actual or alleged material possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization Authorization; or (ii) any actual or threatened possible revocation, withdrawal, suspension, cancellation cancellation, termination or termination modification of any material Governmental Authorization. (b) Part 2.17(b2.14(b) of the Company Disclosure Schedule describes provides a complete list of all pending and outstanding grants, incentives, qualifications and subsidies (collectively, “Grants”) from the material terms Government of each material grantthe State of Israel or any agency thereof, incentiveor from any other Governmental Body, tax reduction or deferral arrangement or subsidy provided or granted to the Acquired Corporations, including Approved Enterprise Status from the Israeli Investment Center of the Israeli Ministry of Industry, Commerce and Labor (the “Investment Center”). The Company has never received any Grant from the Office of the Chief Scientist. The Company has made available to Parent accurate and complete copies of all documents requesting or for evidencing Grants or amendments thereto submitted by the benefit Acquired Corporations and of all letters of approval, and supplements thereto, granted to the Acquired Corporations, as well as all correspondence or written summaries pertaining thereto, and has provided Parent with an accurate and complete description of any unwritten or informal arrangements or understandings that relate to the Grants. None of the Acquired Companies by Corporations have or may have any Governmental Authority obligation whatsoever with respect to royalties or otherwiseother payments relating to, which is arising out of or in effect as of connection with the date of this Agreement. Each of the Acquired Companies is in compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or subsidy Grants identified or required to be identified in Part 2.17(b2.14(b) of the Company Disclosure Schedule. The Acquired Corporations are in material compliance with all of the terms, except where conditions and requirements of their respective Grants and have duly fulfilled all the failure undertakings relating thereto. The Company has no knowledge of any intention of the Investment Center to be revoke or materially modify any of the Grants or that the Investment Center believes that the Company is not in compliance would not reasonably be expected to be, individually or in all material respects with the aggregate, material to the Acquired Companies, taken as a wholeterms of any Grant. Neither the execution, execution or delivery or performance of this Agreement Agreement, nor the consummation of the Merger or any of the other Contemplated Transactions Transactions, does, will or would reasonably be expected to (with or without notice or lapse of time) give any Person Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement or subsidy Grant identified or required to be identified in Part 2.17(b2.14(b) of the Company Disclosure ScheduleSchedule the effect of which would or would reasonably be expected to be material to the Acquired Corporations taken as a whole. None of the Acquired Corporations has developed any Intellectual Property through the application of any financing made available by any of the Grants.

Governmental Authorizations. (a) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 2020 have held, all Governmental Authorizations, and have made all filings required under applicable Laws, necessary to enable the Acquired Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all such Governmental Authorizations are valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required and (iii) each Acquired Company is, and since January 1, 2018 2020 has been, in compliance with the terms and requirements of such Governmental Authorizations. Since January 1, 20182020, none of the Acquired Companies has received any written notice or, to the Knowledge of the Company, other communication from any Governmental Authority Entity regarding (i) any actual or alleged material violation of or material failure to comply with any term or requirement of any material Governmental Authorization or (ii) any actual or threatened revocation, withdrawal, suspension, cancellation or termination of any material Governmental Authorization. (b) Part 2.17(bSection 3.16(b) of the Company Disclosure Schedule Letter describes the material terms of each material grant, incentive, tax reduction or deferral arrangement or subsidy provided or made available to or for the benefit of any of the Acquired Companies by any Governmental Authority Entity or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies is in compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or subsidy identified or required to be identified in Part 2.17(bSection 3.16(b) of the Company Disclosure ScheduleLetter, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement nor the consummation of the Merger or any of the other Contemplated Transactions will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement or subsidy identified or required to be identified in Part 2.17(bSection 3.16(b) of the Company Disclosure ScheduleLetter.

Governmental Authorizations. (a) Except as Schedules 4.14 and 4.22 identify all Governmental Authorizations that are required under applicable Legal Requirements to conduct and operate the Business in the manner currently conducted and to own, operate and use the Purchased Assets in the manner in which they are currently owned, operated and used, except for such Governmental Authorizations the failure of which to obtain would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies taken as have a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, all Governmental Authorizations, and have made all filings required under applicable Laws, necessary to enable the Acquired Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all Material Adverse Effect. Each such Governmental Authorizations are valid Authorization is valid, subsisting and in full force and effect effect; and no appeals or expired at a time when other Legal Proceedings are pending or, to the knowledge of Seller, threatened with respect to the issuance, terms or conditions of any such Governmental Authorizations Authorization. Seller is in material compliance with and has fulfilled and performed its obligations under each such Governmental Authorization. To the knowledge of Seller, no longer were required event or condition or state of facts exists (or would exist upon the giving of notice or lapse of time or both) that could constitute a violation, breach or default under any such Governmental Authorization. Except as disclosed on Schedule 4.14, Seller has no knowledge of and (iii) each Acquired Company ishas not received, and at any time since January 1, 2018 has been2001 (or if unresolved, in compliance with the terms and requirements of such Governmental Authorizations. Since January 1, 2018, none of the Acquired Companies has received at any previous time) any written notice or, to the Knowledge of the Company, or other communication from any Governmental Authority Body or any other person regarding any actual, alleged, possible, or potential (i) any actual or alleged material violation of or material failure to comply with any term or requirement of any material such Governmental Authorization Authorization, or (ii) any actual or threatened revocation, withdrawal, non-renewal, suspension, cancellation cancellation, termination, or termination modification of any such Governmental Authorization. No Legal Proceeding is pending or, to the knowledge of Seller, threatened to revoke, suspend or modify any such Governmental Authorization or to deny any renewal of any such Governmental Authorization. All applications required to have been filed for the renewal of any material Governmental AuthorizationAuthorization have been duly filed on a timely basis with the appropriate Governmental Bodies. (b) Part 2.17(b) of the Disclosure Schedule describes the material terms of each material grant, incentive, tax reduction or deferral arrangement or subsidy provided or made available to or for the benefit of any of the Acquired Companies by any Governmental Authority or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies is in compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or subsidy identified or required to be identified in Part 2.17(b) of the Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement nor the consummation of the Merger or any of the other Contemplated Transactions will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement or subsidy identified or required to be identified in Part 2.17(b) of the Disclosure Schedule.

Governmental Authorizations. (a) Except as would not reasonably be expected to be, individually or in the aggregate, material to Each of the Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, Corporations holds all material Governmental Authorizations, and have made all filings required under applicable Laws, Authorizations necessary to enable the such Acquired Companies Corporation to conduct their respective businesses its business in the manner in which such businesses are business is currently being conducted; (ii) conducted by such Acquired Corporation, and all such Governmental Authorizations are valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required and (iii) each in all material respects. Each of the Acquired Company Corporations is, and has been at all times since January April 1, 2018 has been2010, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since January 1, 2018, none None of the Acquired Companies Corporations has received received, since April 1, 2010, any written notice ornotice, or to the Knowledge knowledge of the Company, any other communication from any Governmental Authority regarding Body regarding: (i) any actual or alleged asserted failure by it to have obtained any such Governmental Authorization; (ii) any past and unremedied failure to obtain any such Governmental Authorizations; (iii) any material violation of or material failure to comply with any term or requirement of any material Governmental Authorization Authorization; or (iiiv) any actual or threatened alleged revocation, withdrawal, suspension, cancellation cancellation, termination or termination modification of any material Governmental Authorization. (b) Part 2.17(b3.15(b) of the Disclosure Schedule describes the material terms of each material pending and outstanding grant, incentive, tax reduction or deferral arrangement incentive or subsidy provided or made available to or for the benefit of any of the Acquired Companies Corporations by any Governmental Authority or otherwise, which is in effect as of the date of this AgreementBody. Each of the Acquired Companies Corporations is in compliance in all material respects with all of the terms and requirements of each such grant, incentive, tax reduction incentive or deferral arrangement or subsidy identified or required to be identified in Part 2.17(b) of the Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a wholesubsidy. Neither the execution, delivery or performance of this Agreement Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactions Transactions, will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement incentive or subsidy identified or required to be identified in Part 2.17(b3.15(b) of the Disclosure Schedule.

Governmental Authorizations. (a) Except as would not reasonably be expected to beSince January 1, individually or in the aggregate2020, material to the Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, held all Governmental AuthorizationsAuthorizations required for their business as then-conducted, and have made all filings each Governmental Authorization required under applicable Laws, necessary to enable the Acquired Companies to conduct for their respective businesses in the manner in which such businesses are business as currently being conducted; (ii) all such Governmental Authorizations are conducted is valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required and (iii) each and, to the knowledge of the Acquired Company isCompanies. The Acquired Companies are, and and, since January 1, 2018 has 2020, have been, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since January 1, 20182020, none (i) no Acquired Company has received any notice from any Governmental Body that (A) alleges any violation or noncompliance (or reflects that an Acquired Company is under investigation or the subject of an inquiry or audit by any such Governmental Body for such alleged noncompliance) with any applicable Legal Requirement or Governmental Authorization, or (B) threatens any fine, assessment, enforcement action, or cease and desist order, or the suspension, revocation or limitation or restriction of any Governmental Authorization held by an Acquired Company, and (ii) no Acquired Company has entered into any agreement or settlement with any Governmental Body with respect to its alleged noncompliance with, or violation of, any applicable Legal Requirement or Governmental Authorization. None of the Acquired Companies has received any written notice or, to the Knowledge of the Company, other communication from any Governmental Authority regarding (i) any actual or alleged material violation of or material failure to comply with any term or requirement of that any material Governmental Authorization will not or (ii) any actual or threatened revocation, withdrawal, suspension, cancellation or termination of any material Governmental Authorizationis likely not to be issued. (b) Part 2.17(b) There is no pending or, to the knowledge of the Disclosure Schedule describes the material terms Company, threatened, termination, expiration, suspension, withdrawal, modification, limitation or revocation of each material grantany Governmental Authorization, incentive, tax reduction or deferral arrangement or subsidy provided or made available and no event has occurred that would give rise to or serve as a basis for the benefit such termination, expiration, suspension, withdrawal, modification, limitation or revocation of any of the Acquired Companies by any Governmental Authority or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies is in compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or subsidy identified or required to be identified in Part 2.17(b) of the Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement nor the consummation of the Merger or any of the other Contemplated Transactions will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement or subsidy identified or required to be identified in Part 2.17(b) of the Disclosure ScheduleAuthorization.

Governmental Authorizations. (a) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, The Brainworks Corporations hold all Governmental Authorizations, and have made all filings required under applicable Laws, Authorizations necessary to enable the Acquired Companies Brainworks Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all . All such Governmental Authorizations are valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required and (iii) each Acquired Company is, and since January 1, 2018 has been, effect. Each Brainworks Corporation is in substantial compliance with the terms and requirements of such Governmental Authorizations. Since January 1December 31, 20182002, none of the Acquired Companies Brainworks Corporations has received any written notice or, to the Knowledge of the Company, or other communication from any Governmental Authority regarding Body regarding: (ia) any actual or alleged material possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization Authorization, or (iib) any actual or threatened possible revocation, withdrawal, suspension, cancellation cancellation, termination; or termination modification of any material Governmental Authorization. (b) Part 2.17(b3.14(b) of the Brainworks Disclosure Schedule describes the material terms of each material grant, incentive, tax reduction or deferral arrangement incentive or subsidy provided or made available to or for the benefit of any of the Acquired Companies Brainworks Corporations by any U.S. or foreign Governmental Authority Body or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies Brainworks Corporations is in full compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or incentive and subsidy identified or required to be identified in Part 2.17(b3.14(b) of the Brainworks Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement Agreement, nor the consummation of the Merger or any of the other Contemplated Transactions transactions contemplated by this Agreement, will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify modify, any grant, incentive, tax reduction or deferral arrangement incentive or subsidy identified or required to be identified in Part 2.17(b3.14(b) of the Brainworks Disclosure Schedule.

Governmental Authorizations. (a) Except as would not reasonably be expected to be, individually or in the aggregate, material to the The Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, Corporations hold all Governmental Authorizations, and have made all filings required under applicable Laws, Authorizations necessary to enable the Acquired Companies Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all . All such Governmental Authorizations are valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required and (iii) each effect. Each Acquired Company Corporation is, and at all times since January 1December 31, 2018 2001 has been, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since January 1December 31, 20182001, none of the Acquired Companies Corporations has received any written notice or, to the Knowledge of the Company, or other communication from any Governmental Authority regarding Body regarding: (ia) any actual or alleged material possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization Authorization; or (iib) any actual or threatened possible revocation, withdrawal, suspension, cancellation cancellation, termination or termination modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any product or service. (b) Part 2.17(b2.15(b) of the Disclosure Schedule Letter accurately and completely describes the material terms of each material grant, incentive, tax reduction or deferral arrangement incentive or subsidy provided or made available to or for the benefit of any of the Acquired Companies Corporations by any U.S. or foreign Governmental Authority Body or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies Corporations is in compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or incentive and subsidy identified or required to be identified in Part 2.17(b2.15(b) of the Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a wholeLetter. Neither the execution, delivery or performance of this Agreement Agreement, nor the consummation of the Merger or any of the other Contemplated Transactions Transactions, will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement incentive or subsidy identified or required to be identified in Part 2.17(b2.15(b) of the Disclosure ScheduleLetter.

Governmental Authorizations. Part 0 of the Disclosure Schedule identifies: (a) Except as would not reasonably be expected to be, individually each Governmental Authorization that is held by the Seller and that relates directly or in the aggregate, material indirectly to the Acquired Companies taken as a whole: (i) the Acquired Companies holdLaser Business, and since January 1including, 2018 have heldwithout limitation, all clearances by the FDA; and (b) each other Governmental AuthorizationsAuthorization that, to the best of the knowledge of the Seller, is held by any employee of the Seller and have made relates to or is useful in connection with the Laser Business of the Seller. The Seller has delivered to Parent accurate and complete copies of all filings required under applicable Laws, necessary to enable of the Acquired Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all such Governmental Authorizations are identified in Part 0 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 0 of the Disclosure Schedule is valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required and (iii) each Acquired Company is, and since January 1, 2018 has been, effect. Except as set forth in compliance with the terms and requirements of such Governmental Authorizations. Since January 1, 2018, none Part 3.13 of the Acquired Companies has received any written notice or, to the Knowledge of the Company, other communication from any Governmental Authority regarding Disclosure Schedule: (i) any actual or alleged material violation of or material failure to comply with any term or requirement of any material Governmental Authorization or (ii) any actual or threatened revocation, withdrawal, suspension, cancellation or termination of any material Governmental Authorization. (b) Part 2.17(b) of the Disclosure Schedule describes the material terms of each material grant, incentive, tax reduction or deferral arrangement or subsidy provided or made available to or for the benefit of any of the Acquired Companies by any Governmental Authority or otherwise, which Seller is and has at all times been in effect as of the date of this Agreement. Each of the Acquired Companies is in full compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or subsidy Governmental Authorization identified or required to be identified in Part 2.17(b) 0 of the Disclosure Schedule; (ii) no event has occurred, except where the failure to be in compliance would not and no condition or circumstance exists, that could reasonably be expected to beto, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement nor the consummation best knowledge of the Merger or any of the other Contemplated Transactions will Seller (with or without notice or lapse of time) give (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization in connection with the Laser Business, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization in connection with the Laser Business; (iii) the Seller has never received any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization in connection with the right to revokeLaser Business, withdrawor (B) any actual, suspendproposed, cancelpossible or potential revocation, terminate withdrawal, suspension, cancellation, termination or modify modification of any grant, incentive, tax reduction or deferral arrangement or subsidy identified or Governmental Authorization in connection with the Laser Business; and (iv) all applications required to be have been filed for the renewal of the Governmental Authorizations in connection with the Laser Business have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. The Governmental Authorizations identified in Part 2.17(b) 0 of the Disclosure ScheduleSchedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct the Laser Business in the manner in which such business is currently being conducted and in the manner in which such business is proposed to be conducted, and (ii) to permit the Seller to own and use the Specified Assets in the manner in which they are currently owned and used.

Governmental Authorizations. (a) Except as would not reasonably be expected to be, individually or in the aggregate, material to The Governmental Authorizations held by each of the Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, all Governmental Authorizations, and have made all filings required under applicable Laws, necessary to enable the Acquired Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all such Governmental Authorizations Corporations are valid and in full force and effect or expired at a time when such effect, and collectively constitute all Governmental Authorizations no longer were required necessary (i) to enable each of the Acquired Corporations to conduct its business in the manner in which its business is currently being conducted and in the manner in which its business is proposed to be conducted, and (iiiii) to permit each of the Acquired Company Corporations to own and use its assets in the manner in which they are currently owned and used and in the manner in which they are proposed to be owned and used. Each of the Acquired Corporations is, and at all times since January 1, 2018 its inception has been, in compliance with the terms and requirements of such the respective Governmental AuthorizationsAuthorizations held by the Acquired Corporations. Since January 1, 20181999, none of the Acquired Companies has Corporations have not received any written notice or, to the Knowledge of the Company, or other communication from any Governmental Authority Body regarding (ia) any actual or alleged material possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization Authorization, or (iib) any actual or threatened possible revocation, withdrawal, suspension, cancellation cancellation, termination or termination modification of any material Governmental Authorization. (b) Except as set forth in Part 2.17(b) 2.13 of the Company Disclosure Schedule describes the material terms of Schedule: (i) each material grant, incentive, tax reduction or deferral arrangement or subsidy provided or made available to or for the benefit of any of the Acquired Companies by any Governmental Authority or otherwiseCorporations and its employees are, which is in effect as of the date of this Agreement. Each and each of the Acquired Companies is Corporations and its employees have at all times been, in full compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or subsidy Governmental Authorization identified or required to be identified in Part 2.17(b) 2.13 of the Company Disclosure Schedule; (ii) no event has occurred, except where the failure to be in compliance would not reasonably be expected to beand no condition or circumstance exists, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement nor the consummation of the Merger or any of the other Contemplated Transactions will that might (with or without notice or lapse of time) give (A) constitute or result directly or indirectly in a violation of or a failure to comply with any Person the right to revoke, withdraw, suspend, cancel, terminate term or modify requirement of any grant, incentive, tax reduction or deferral arrangement or subsidy Governmental Authorization identified or required to be identified in Part 2.17(b) 2.13 of the Company Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.13 of the Company Disclosure Schedule; (iii) none of the Acquired Corporations have ever received, and, to the knowledge of the Acquired Corporations, no employee of the Acquired Corporations has ever received, any notice or other communication from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.13 of the Company Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body.

Governmental Authorizations. (a) Except as would not reasonably be expected (x) The Company holds all Governmental Authorizations necessary to be, individually or in the aggregate, material to the Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, all Governmental Authorizations, and have made all filings required under applicable Laws, necessary to enable the Acquired Companies Company to conduct their respective businesses its business in the manner in which such businesses are it is currently being conducted; , and (ii) all such Governmental Authorizations permit the Company to own and use its properties and assets in the manner in which they are valid currently owned and in full force and effect or expired at a time when such Governmental Authorizations no longer were required used; and (iiiy) each Acquired Company is, and since January 1, 2018 has been, in compliance with the terms and requirements of such Governmental Authorizations. Since January 1, 2018, none Section 3.14 of the Acquired Companies has received any written notice orDisclosure Schedule identifies each other Governmental Authorization that, to the Knowledge of the Company, other communication from is held by any of the Company’s employees (collectively clauses (x) and (y), the “Company Governmental Authority regarding Authorizations”). The Company has delivered to the Purchaser accurate and complete copies of all of the Company Governmental Authorizations, including all renewals thereof and all amendments thereto. Each of the Company Governmental Authorization is valid and in full force and effect. (ib) any actual The Company is and at all times has been in compliance with all of the terms and requirements of each of the Company Governmental Authorizations. (c) To the Knowledge of the Company, no event has occurred, and no condition or alleged material circumstance exists, that would reasonably be expected (with or without notice or lapse of time) to (A) constitute or result directly or indirectly in a violation of or material a failure to comply with any term or requirement of any material of the Company Governmental Authorization Authorizations, or (iiB) any actual result directly or threatened indirectly in the revocation, withdrawal, suspension, cancellation cancellation, termination or termination modification of any material of the Company Governmental Authorizations. (d) The Company has not received, and, to the Knowledge of the Company, no employee of the Company has ever received, any written notice or other communication from any Governmental Authority or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Company Governmental Authorization or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Company Governmental Authorization. (be) Part 2.17(b) of the Disclosure Schedule describes the material terms of each material grant, incentive, tax reduction or deferral arrangement or subsidy provided or made available All applications required to or have been filed for the benefit renewal of any of the Acquired Companies by any Company Governmental Authority Authorizations have been duly filed on a timely basis with the appropriate Governmental Authorities, and each other notice or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies is in compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or subsidy identified or filing required to be identified in Part 2.17(b) of have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement nor the consummation of the Merger or any of the other Contemplated Transactions will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement or subsidy identified or required to be identified in Part 2.17(b) of the Disclosure Scheduleappropriate Governmental Authority.

Governmental Authorizations. (a) Except as would not reasonably be expected to be, individually or in the aggregate, material to Each of the Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, Corporations holds all material Governmental Authorizations, and have made all filings required under applicable Laws, Authorizations necessary to enable the such Acquired Companies Corporation to conduct their respective businesses its business in the manner in which such businesses are business is currently being conducted; (ii) conducted by such Acquired Corporation, and all such Governmental Authorizations are valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required and (iii) each in all material respects. Each of the Acquired Company Corporations is, and since January 1, 2018 has beenbeen for the past five years, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since January 1, 2018, none None of the Acquired Companies Corporations has received any written notice or, to the Knowledge of the Company, other communication from any Governmental Authority Body regarding (i) any asserted failure by it to have obtained any such Governmental Authorization, or any past and unremedied failure to obtain any such Governmental Authorizations. None of the Acquired Corporations has knowledge of any circumstances regarding any actual or alleged possible material violation of or material failure to comply with any term or requirement of any material Governmental Authorization Authorization, or (ii) any actual or threatened possible revocation, withdrawal, suspension, cancellation cancellation, termination or termination modification of any material Governmental Authorization. (b) Part 2.17(b2.15(b) of the Disclosure Schedule describes the material terms of each material grant, incentive, tax reduction or deferral arrangement incentive or subsidy provided or made available directly to or for the benefit of any of the Acquired Companies Corporations by any Governmental Authority Body in an amount in excess of $250,000, with continuing obligations or otherwisewhich grants any ownership interest in the Acquired Corporations’ products or assets, or which is in effect as of the date of this Agreementwas granted since January 1, 2011. Each of the Acquired Companies Corporations is in compliance in all material respects with all of the terms and requirements of each such grant, incentive, tax reduction incentive or deferral arrangement or subsidy identified or required to be identified in Part 2.17(b) of the Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a wholesubsidy. Neither the execution, delivery or performance of this Agreement Agreement, nor the consummation of the Merger or any of the other Contemplated Transactions Transactions, will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any material grant, incentive, tax reduction or deferral arrangement incentive or subsidy identified or required to be identified in Part 2.17(b2.15(b) of the Disclosure Schedule.

Governmental Authorizations. (a) Except as would not reasonably be expected Schedule 3.18 contains a complete and accurate list of each ------------- material approval, consent, license, permit, certification, registration, waiver or other authorization issued, granted, given or otherwise made available by or under the authority of any Government Body pursuant to beany Legal Requirement (collectively, individually the "Governmental Authorizations") that is held by the Company or any of its Subsidiaries or that otherwise relates to the business of, or to any of the assets owned, leased or used by, the Company or any of its Subsidiaries, including a list of all hospital licenses, certificates of occupancy, certificates of need, Drug Enforcement Administration registrations, certifications for participation in the aggregate, material to the Acquired Companies taken as a whole: (i) the Acquired Companies holdMedicare Program or any state Medicaid Program, and since January 1, 2018 have held, all Governmental Authorizations, and have made all filings required under applicable Laws, necessary to enable the Acquired Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all such other Governmental Authorizations are required for the operation of the long-term acute care hospitals currently owned, operated or managed by the Company or a Subsidiary (the "Company Facilities"). Each Governmental Authorization listed or required to be listed on Schedule 3.18 is valid and in ------------- full force and effect or expired at a time when such Governmental Authorizations no longer were required effect. Except as set forth on Schedule 3.18: ------------- (1) The Company and (iii) each Acquired Company of its Subsidiaries is, and at all times since January 1, 2018 its formation has been, in compliance with the terms and requirements of such each Governmental Authorizations. Since January 1, 2018, none of the Acquired Companies has received any written notice or, Authorization identified or required to be identified on Schedule 3.18; ------------- (2) to the Knowledge Company's knowledge, no event has occurred or circumstance exists that may (with or without notice or lapse of the Company, other communication from any Governmental Authority regarding time) (iA) any actual constitute or alleged material result directly or indirectly in a violation of or material a failure to comply with any term or requirement of any material Governmental Authorization listed or required to be listed on Schedule 3.18, or (iiB) any actual result directly or threatened ------------- indirectly in the revocation, withdrawal, suspension, cancellation cancellation, termination or termination nonrenewal of, or any modification to, any Governmental Authorization listed or required to be listed on Schedule 3.18; ------------- (3) neither the Company nor any of its Subsidiaries has received, at any time since its formation, any written notice or, to the Company's knowledge, other communication from any Governmental Body or any other person or entity regarding (A) any actual, alleged, possible, or potential violation of or failure by the Company or any Subsidiary to comply with any term or requirement of any material Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; (4) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed on Schedule 3.18 have been duly filed on a timely basis with the appropriate ------------- Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies; and (5) to the Company's knowledge, there is no reason why any Governmental Authorizations listed or required to be listed on Schedule -------- 3.18 and issued to the Company or one or more of the Subsidiaries will not ---- be reissued or transferred in the ordinary course if required as a result of the execution and consummation of this Agreement. The Governmental Authorizations listed in Schedule 3.18 collectively constitute ------------- all of the Governmental Authorizations necessary to permit the Company and the Subsidiaries to lawfully conduct and operate their businesses (including, without limitation, the operation of each of the Company Facilities) in the manner they currently conduct and operate such businesses and to permit the Company and each of its Subsidiaries to own and use their assets in the manner in which they currently own and use such assets. (b) Part 2.17(bEach Governmental Authorization held by any administrator, medical director, director of nursing or other material professional employee or contracted agent (each a "Professional Employee") of the Disclosure Schedule describes the material terms of each material grant, incentive, tax reduction Company or deferral arrangement or subsidy provided or made available any Subsidiary and necessary for that Professional Employee to or carry out his/her duties for the benefit of any of Company or a Subsidiary is valid and in full force and effect. Except as set forth on Schedule 3.18: ------------- (1) to the Acquired Companies by any Governmental Authority or otherwiseCompany's knowledge, which is each Professional Employee is, and at all times since January 1, 1999, has been, in effect as of the date of this Agreement. Each of the Acquired Companies is in full compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or subsidy identified or required to be identified in Part 2.17(bsuch Governmental Authorization; (2) of the Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired CompaniesCompany's knowledge, taken as a whole. Neither the execution, delivery no event has occurred or performance of this Agreement nor the consummation of the Merger or any of the other Contemplated Transactions will circumstance exists that may (with or without notice or lapse of time) give (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any such Governmental Authorization, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any such Governmental Authorization; (3) to the Company's knowledge, no Professional Employee has received, at any time since January 1, 1999, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (4) to the right to revokeCompany's knowledge, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement or subsidy identified or all applications required to be identified have been filed for the renewal of such Governmental Authorizations have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations in Part 2.17(b) of order for the Disclosure ScheduleProfessional Employee to perform his or her duties for the Company or any Subsidiary have been duly made on a timely basis with the appropriate Governmental Bodies.

Governmental Authorizations. (a) Except Part 5.12(a) of the Horizon Disclosure Schedule identifies each material Governmental Authorization held by Horizon as would not reasonably be expected of the date of this Agreement. Horizon has delivered to be, individually Nitec or in the aggregate, material made available to the Acquired Companies taken as a whole: (i) the Acquired Companies hold, Nitec on its datasite accurate and since January 1, 2018 have held, complete copies of all Governmental Authorizations, and have made all filings Authorizations identified or required under applicable Laws, necessary to enable be identified in Part 5.12(a) of the Acquired Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all such Horizon Disclosure Schedule. The Governmental Authorizations identified or required to be identified in Part 5.12(a) of the Horizon Disclosure Schedule are valid and in full force and effect or expired at a time when such effect, and collectively constitute all Governmental Authorizations no longer were required and (iii) each Acquired Company that are material to the conduct of Horizon’s business in the manner in which its business is currently being conducted. Horizon is, and since January 1, 2018 at all times has been, in compliance in all material respects with the terms and requirements of such the respective Governmental Authorizations. Since January 1, 2018, none Authorizations identified or required to be identified in Part 5.12(a) of the Acquired Companies Horizon Disclosure Schedule. Horizon has not received any written notice or other communication from or, to the Knowledge of the CompanyHorizon, other any oral notice or oral communication from any Governmental Authority regarding Body regarding: (i) any actual or alleged possible material violation of or material failure to comply in all material respects with any term or requirement of any material Governmental Authorization Authorization; or (ii) any actual or threatened possible revocation, withdrawal, suspension, cancellation cancellation, termination or termination modification of any material Governmental Authorization. (b) Part 2.17(bHorizon does not possess (nor has it ever possessed) of the Disclosure Schedule describes the material terms of each material grantnor does it have any rights or interests with respect to (nor has it ever had any rights or interests with respect to) any grants, incentive, tax reduction incentives or deferral arrangement or subsidy provided or made available to or for the benefit of any of the Acquired Companies by subsidies from any Governmental Authority or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies is in compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or subsidy identified or required to be identified in Part 2.17(b) of the Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a wholeBody. Neither the execution, delivery or performance of this Agreement Exchange nor the consummation of the Merger or any of the other Contemplated Transactions will (result in any termination, waiver, reimbursement, or fee with or without notice or lapse of time) give respect to any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement or subsidy identified set forth or required to be identified set forth in Part 2.17(b5.12(b) of the Horizon Disclosure Schedule.

Governmental Authorizations. (a) Except as would not reasonably be expected to be, individually or in the aggregate, material to the The Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, Corporations hold all Governmental Authorizations, and have made all filings required under applicable Laws, Authorizations necessary to enable the Acquired Companies Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all , except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. All such Governmental Authorizations are valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required and (iii) each effect. Each Acquired Company Corporation is, and at all times since January 1, 2018 1998 has been, in substantial compliance with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such Governmental AuthorizationsAuthorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since January 1, 20181998, none of the Acquired Companies Corporations has received any written notice or, to the Knowledge of the Company, or other communication from any Governmental Authority Body regarding (ia) any actual or alleged material possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization Authorization, or (iib) any actual or threatened possible revocation, withdrawal, suspension, cancellation cancellation, termination or termination modification of any material Governmental Authorization. (b) . Part 2.17(b2.15(b) of the Company Disclosure Schedule describes the material terms of each material grant, incentive, tax reduction or deferral arrangement incentive or subsidy provided or made available to or for the benefit of any of the Acquired Companies Corporations by any U.S. or foreign Governmental Authority Body or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies Corporations is in full compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or incentive and subsidy identified or required to be identified in Part 2.17(b2.15(b) of the Company Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement Agreement, nor the consummation of the Merger or any of the other Contemplated Transactions transactions contemplated by this Agreement, will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement incentive or subsidy identified or required to be identified in Part 2.17(b2.15(b) of the Company Disclosure Schedule.

Governmental Authorizations. (a) Except as would Part 2.13(a) of the Company Disclosure Schedule identifies each material Governmental Authorization held by the Acquired Corporations except for those Governmental Authorizations which can not reasonably be expected disclosed pursuant to be, individually or in the aggregate, material applicable Government regulations and which have been disclosed prior to the Acquired Companies taken as a whole: (i) date hereof to employees of Parent with the appropriate security clearance. The Governmental Authorizations held by each of the Acquired Companies hold, and since January 1, 2018 have held, all Governmental Authorizations, and have made all filings required under applicable Laws, necessary to enable the Acquired Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all such Governmental Authorizations Corporations are valid and in full force and effect or expired at a time when such effect, and collectively constitute all Governmental Authorizations no longer were required necessary (i) to enable each of the Acquired Corporations to conduct its business in the manner in which its business is currently being conducted and in the manner in which its business is proposed to be conducted, and (iiiii) to permit each of the Acquired Corporations to own and use its assets in the manner in which they are currently owned and used and in the manner in which they are proposed to be owned and used. (b) (i) each of the Acquired Company isCorporations and its employees are, and since January 1, 2018 has each of the Acquired Corporations and its employees have at all times been, in full compliance with all of the terms and requirements of such the Governmental Authorizations. Since January 1, 2018, none of Authorizations held by the Acquired Companies Corporations; (ii) no event has received any written occurred, and no condition or circumstance exists, that might (with or without notice or, to the Knowledge or lapse of the Company, other communication from any Governmental Authority regarding time) (iA) any actual constitute or alleged material result directly or indirectly in a violation of or material a failure to comply with any term or requirement of any material Governmental Authorization or (ii) any actual or threatened revocation, withdrawal, suspension, cancellation or termination of any material Governmental Authorization. (b) Part 2.17(b) of the Disclosure Schedule describes the material terms of each material grant, incentive, tax reduction or deferral arrangement or subsidy provided or made available to or for the benefit of any of the Acquired Companies by any Governmental Authority or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies is in compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or subsidy identified or required to be identified in Part 2.17(b2.13(a) of the Company Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or (B) result directly or indirectly in the aggregaterevocation, material to the Acquired Companieswithdrawal, taken as a whole. Neither the executionsuspension, delivery cancellation, termination or performance modification of this Agreement nor the consummation of the Merger or any of the other Contemplated Transactions will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement or subsidy Governmental Authorization identified or required to be identified in Part 2.17(b2.13(a) of the Company Disclosure Schedule; (iii) none of the Acquired Corporations have ever received, and, to the knowledge of the Acquired Corporations, no employee of the Acquired Corporations has ever received, any notice or other communication from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations identified or required to be identified in Part 2.13(a) of the Company Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body.

Governmental Authorizations. Schedule 3.17 of the Disclosure Letter contains a complete and accurate list of each Governmental Authorization (aas hereinafter defined) Except as would not reasonably be expected to be, individually that is held by the Company or in the aggregate, material that otherwise relates to the Acquired Companies taken as a whole: (i) Business of the Acquired Companies hold, and since January 1, 2018 have held, all Company. Each Governmental Authorizations, and have made all filings Authorization listed or required under applicable Laws, necessary to enable be listed in Schedule 3.17 of the Acquired Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all such Governmental Authorizations are Disclosure Letter is valid and in full force and effect effect. The Governmental Authorizations listed in Schedule 3.17 of the Disclosure Letter collectively constitute all of the Governmental Authorizations necessary to permit the Company to lawfully conduct and operate its Business in the manner it currently conducts and operates such Business and to permit the Company to own and use its assets in the manner in which it currently owns and uses such assets, including, without limitation, Governmental Authorization applicable to clinical laboratories or expired at a time when the performance or research and testing on the blood and amniotic fluid samples of pregnant women in each applicable jurisdiction where such Governmental Authorizations no longer were required are required. Except as set forth in Schedule 3.17 of the Disclosure Letter: (a) the Company has been and (iii) each Acquired Company is, and since January 1, 2018 has been, is in full compliance with all of the terms and requirements of such each Governmental Authorizations. Since January 1, 2018, none Authorization identified or required to be identified in Schedule 3.17 of the Acquired Companies Disclosure Letter; (b) to Seller’s Knowledge, no event has received any written occurred or circumstance exists that may (with or without notice or, to the Knowledge or lapse of the Company, other communication from any Governmental Authority regarding time) (i) any actual constitute or alleged material result directly or indirectly in a violation of or material a failure to comply with any term or requirement of any material Governmental Authorization listed or required to be listed in Schedule 3.17 of the Disclosure Letter, or (ii) any actual result directly or threatened indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of of, or any material Governmental Authorization. (b) Part 2.17(b) of the Disclosure Schedule describes the material terms of each material grantmodification to, incentive, tax reduction or deferral arrangement or subsidy provided or made available to or for the benefit of any of the Acquired Companies by any Governmental Authority or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies is in compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or subsidy identified Authorization listed or required to be identified listed in Part 2.17(b) Schedule 3.17 of the Disclosure ScheduleLetter; (c) the Company has not received any notice or other communication (whether oral or written) from any Governmental Authority regarding (i) any actual, except where the alleged, possible, or potential violation of or failure to be in compliance would not reasonably be expected comply with any term or requirement of any Governmental Authorization, or (ii) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to be, individually or in any Governmental Authorization; and (d) all applications required to have been filed for the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement nor the consummation renewal of the Merger or any of the other Contemplated Transactions will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement or subsidy identified Governmental Authorizations listed or required to be identified listed in Part 2.17(b) Schedule 3.17 of the Disclosure ScheduleLetter have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Authority.

Governmental Authorizations. (a) Except as would Schedule 2.17 identifies each Governmental Authorization that is held by the Seller and each currently pending application by Seller for a Governmental Authorization other than those the lack of which could not be reasonably be expected to be, individually or in the aggregate, material have a Material Adverse Effect. The Seller has delivered to the Acquired Companies taken as a whole: (i) Buyer accurate and complete copies of all of the Acquired Companies hold, and since January 1, 2018 have held, all Governmental Authorizations, and have made all filings required under applicable Laws, necessary to enable the Acquired Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all such Governmental Authorizations are identified in Schedules 2.17, including all renewals thereof and all amendments thereto. Other than pending applications, each Governmental Authorization identified or required to be identified in Schedules 2.17 (each a “Seller Governmental Authorization”) is valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required effect. (a) Since March 9, 2005, the Seller is and (iii) each Acquired Company is, and since January 1, 2018 has been, been in full compliance with all of the terms and requirements of such each Seller Governmental Authorizations. Since January 1Authorization, 2018, none and to the Seller’s Knowledge the Seller has been in full compliance with all of the Acquired Companies has received any written notice orterms and requirements of each Seller Governmental Authorization prior to March 9, 2005, except to the Knowledge extent that noncompliance could not be reasonably expected to have a Material Adverse Effect. To the Seller’s Knowledge, no event has occurred, and no condition or circumstance exists, that might, with or without notice or lapse of the Companytime, other communication from any Governmental Authority regarding (i) any actual constitute or alleged material result directly or indirectly in a violation of or material a failure to comply with any term or requirement of any material Seller Governmental Authorization Authorization, or (ii) any actual result directly or threatened indirectly in the revocation, withdrawal, suspension, cancellation cancellation, termination or termination modification of any material Seller Governmental Authorization. (b) Part 2.17(b) of Since March 9, 2005, the Disclosure Schedule describes the material terms of each material grantSeller has not received any notice or other communication, incentive, tax reduction or deferral arrangement or subsidy provided or made available to or for the benefit of any of the Acquired Companies by any Governmental Authority in writing or otherwise, which is in effect as from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Seller Governmental Authorization, (ii) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Seller Governmental Authorization, or (iii) the Seller’s failure to obtain any necessary Governmental Authorization, and to the Seller’s Knowledge the Seller has not received any such notice or other communication prior to March 9, 2005. (c) All applications required to have been filed for the renewal of the date of this Agreement. Each of Seller Governmental Authorizations have been duly filed on a timely basis with the Acquired Companies is in compliance in all material respects appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Seller Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. (d) The Seller Governmental Authorizations constitute all of the terms Governmental Authorizations necessary (i) to enable the Seller to conduct the Business as it is currently conducted, and requirements (ii) to permit the Seller to own and use its Property in the manner in which they are currently owned and used, in each case other than those the lack of each grant, incentive, tax reduction or deferral arrangement or subsidy identified or required to which could not be identified in Part 2.17(b) of the Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as have a whole. Neither the execution, delivery or performance of this Agreement nor the consummation of the Merger or any of the other Contemplated Transactions will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement or subsidy identified or required to be identified in Part 2.17(b) of the Disclosure ScheduleMaterial Adverse Effect.

Governmental Authorizations. Seller holds all material Governmental Authorizations (a) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, all “Transferred Business Governmental Authorizations, and have made all filings required under applicable Laws, ”) necessary to enable permit Seller to own and use the Acquired Companies to conduct their respective businesses Transferred Assets in the manner in which such businesses they are currently being conducted; (ii) all such owned and used. Each of the Transferred Business Governmental Authorizations are Authorization is valid and in full force and effect or expired effect. Seller is and at a time when such Governmental Authorizations no longer were required and (iii) each Acquired Company is, and since January 1, 2018 all times has been, been in material compliance with all of the terms and requirements of such Governmental Authorizations. Since January 1, 2018, none each of the Acquired Companies has received any written notice or, to Transferred Business Governmental Authorization. To the Knowledge of the CompanySeller, other communication from any Governmental Authority regarding no event has occurred, and no condition or circumstance exists, that would reasonably be expected (iwith or without notice or lapse of time) any actual to (A) constitute or alleged result directly or indirectly in a material violation of or material a failure to comply with any term or requirement of any material of Seller’s Governmental Authorization Authorization, or (iiB) any actual result directly or threatened indirectly in the revocation, withdrawal, suspension, cancellation cancellation, termination or termination modification of any material of Seller’s Governmental Authorization. . Seller has not received, and, to the Knowledge of Seller, no employee of Seller has ever received, any notice or other communication (bin writing or otherwise) Part 2.17(bfrom any Governmental Authority or any other Person regarding (A) any actual, alleged, possible or potential violation of the Disclosure Schedule describes the material terms or failure to comply with any term or requirement of each material grantany Transferred Business Governmental Authorization or (B) any actual, incentiveproposed, tax reduction possible or deferral arrangement potential revocation, withdrawal, suspension, cancellation, termination or subsidy provided or made available modification of any Transferred Business Governmental Authorization. All applications required to or have been filed for the benefit renewal of any of the Acquired Companies by any Transferred Business Governmental Authority Authorizations have been duly filed on a timely basis with the appropriate Governmental Authorities, and each other notice or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies is in compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or subsidy identified or filing required to be identified in Part 2.17(b) of have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement nor the consummation of the Merger or any of the other Contemplated Transactions will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement or subsidy identified or required to be identified in Part 2.17(b) of the Disclosure Scheduleappropriate Governmental Authority.

Governmental Authorizations. (a) Except as would not reasonably be expected to be, individually or in the aggregate, material to the The Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, Corporations hold all Governmental Authorizations, and have made all filings required under applicable Laws, Authorizations necessary to enable the Acquired Companies Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all . All such Governmental Authorizations are valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required and (iii) each effect. Each Acquired Company Corporation is, and at all 19. <PAGE> times since January 1, 2018 1998 has been, in substantial compliance with the terms and requirements of such Governmental Authorizations. Since January 1, 20181998, none of the Acquired Companies Corporations has received any written notice or, to the Knowledge of the Company, or other communication from any Governmental Authority Body regarding (ia) any actual or alleged material possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization Authorization, or (iib) any actual or threatened possible revocation, withdrawal, suspension, cancellation cancellation, termination or termination modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or services. (b) Part 2.17(b2.15(b) of the Company Disclosure Schedule describes the material terms of each material grant, incentive, tax reduction or deferral arrangement incentive or subsidy provided or made available to or for the benefit of any of the Acquired Companies Corporations by any Canadian (federal or provincial), U.S. (federal or state) or foreign Governmental Authority Body or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies Corporations is in full compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or incentive and subsidy identified or required to be identified in Part 2.17(b2.15(b) of the Company Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement Agreement, nor the consummation of the Merger Arrangement or any of the other Contemplated Transactions transactions contemplated by this Agreement, will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement incentive or subsidy identified or required to be identified in Part 2.17(b2.15(b) of the Company Disclosure Schedule.

Governmental Authorizations. (a) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies taken as a whole: (i) the The Acquired Companies hold, and since January 1, 2018 have held, all material Governmental Authorizations, and have made all material filings required under applicable LawsLegal Requirements, necessary to enable the Acquired Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) conducted and all such Governmental Authorizations are valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required and (iii) each effect. Each Acquired Company is, and since January 1, 2018 at all times has been, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since In the period beginning on January 1, 20182019 and ending on the date of this Agreement, none of the Acquired Companies has received any written notice or, to the Knowledge of the Company, other communication from any Governmental Authority Body regarding (i) any actual or alleged material possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization or (ii) any actual or threatened possible revocation, withdrawal, suspension, cancellation cancellation, termination or termination modification of any material Governmental Authorization. (b) Part 2.17(b2.14(b) of the Disclosure Schedule describes the material terms of lists each material grant, incentive, tax reduction or deferral arrangement incentive or subsidy provided or made available to or for the benefit of any of the Acquired Companies by any Governmental Authority Body or otherwise, which is in effect otherwise as of the date of this Agreement. Each of the Acquired Companies is in compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement incentive or subsidy identified or required to be identified in Part 2.17(b2.14(b) of the Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement nor the consummation of the Merger or any of the other Contemplated Transactions will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement incentive or subsidy identified or required to be identified in Part 2.17(b2.14(b) of the Disclosure Schedule.

Governmental Authorizations. (a) Except as The Company and each of the Company Subsidiaries hold all Governmental Authorizations necessary to enable the Company and each such Company Subsidiary to conduct its respective business in the manner in which its business is currently being conducted, except where the failure to hold such Governmental Authorizations would not reasonably be expected to benot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The material to the Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, all Governmental Authorizations, and have made all filings required under applicable Laws, necessary to enable the Acquired Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all such Governmental Authorizations are held by the Company and the Company Subsidiaries are, in all material respects, valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required effect. The Company and (iii) the Company Subsidiaries are each Acquired Company is, and since January 1, 2018 has been, in compliance with the terms and requirements of such Governmental Authorizations, to the extent applicable to them, except where failure to be in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There are no Legal Proceedings pending or threatened in writing, or to the knowledge of the Company, orally, that seek the revocation, cancellation or adverse modification of any Governmental Authorization, except where such revocation, cancellation or adverse modification would not have a Material Adverse Effect. Since January 1, 2018, none of neither the Acquired Companies Company nor any Company Subsidiary has received any written notice or, to the Knowledge of the Company, other communication from any Governmental Authority regarding (i) any actual material noncompliance or alleged material violation of or material failure to comply noncompliance with any term or requirement of any material Governmental Authorization or (ii) any actual or threatened revocation, withdrawal, suspension, cancellation or termination of any material Governmental Authorization. . The Company does not engage in (a) the design, fabrication, development, testing, production or manufacture of “critical technologies” within the meaning of Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereof (the “DPA”); (b) Part 2.17(b) the ownership, operation, maintenance, supply, manufacturing or servicing of “covered investment critical infrastructure” within the meaning of the Disclosure Schedule describes DPA (where such activities are covered by column 2 of Appendix A to 31 C.F.R. Part 800); or (c) to the material terms Company’s knowledge, the maintenance or collection, directly or indirectly, of each material grant, incentive, tax reduction or deferral arrangement or subsidy provided or made available to or for “sensitive personal data” of U.S. citizens within the benefit of any meaning of the Acquired Companies by any Governmental Authority or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies is in compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or subsidy identified or required to be identified in Part 2.17(b) of the Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement nor the consummation of the Merger or any of the other Contemplated Transactions will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement or subsidy identified or required to be identified in Part 2.17(b) of the Disclosure ScheduleDPA.

Governmental Authorizations. Part 3.15.2 of Newco's Disclosure Letter contains a complete and accurate list of each material Governmental Authorization that is held by Company or any of its Subsidiaries (aexcept for those Governmental Authorizations listed on Part 3.20 of Newco's Disclosure Letter) Except as would not reasonably be expected to be, individually or in the aggregate, material that otherwise relates to the Acquired Companies taken as a whole: (i) business of, or to any of the Acquired Companies holdassets owned or used by, and since January 1, 2018 have held, all Company or any of its Subsidiaries. Each Governmental Authorizations, and have made all filings Authorization listed or required under applicable Laws, necessary to enable the Acquired Companies to conduct their respective businesses be listed in the manner in which such businesses are currently being conducted; (ii) all such Governmental Authorizations are Part 3.15.2 of Newco's Disclosure Letter is valid and in full force and effect or expired at a time when such effect. Except as set forth in Part 3.15.2 of Newco's Disclosure Letter and except for those Governmental Authorizations no longer were required listed on Part 3.20 of Newco's Disclosure Letter, (a) to the Knowledge of Company, each of Company and (iii) each Acquired Company is, and since January 1, 2018 has been, its Subsidiaries is in material compliance with all of the terms and requirements of such each material Governmental Authorizations. Since January 1, 2018, none Authorization identified or required to be identified in Part 3.15.2 of the Acquired Companies has received any written notice or, Newco's Disclosure Letter; (b) to the Knowledge of the Company, no event has occurred or circumstance exists that may (with or without notice or lapse of time) (i) constitute or result, directly or indirectly, in a material violation of or a failure to comply in any material respect with any term or requirement of any material Governmental Authorization listed or required to be listed in Part 3.15.2 of Newco's Disclosure Letter or (ii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Governmental Authorization listed or required to be listed in Part 3.15.2 of Newco's Disclosure Letter; (c) neither Company nor any of its Subsidiaries has received any notice or other communication (whether oral (that is credible) or written) from any material Governmental Authority Body or any other Person regarding (i) any actual actual, alleged, possible or alleged potential material violation of or material failure to comply in any material respect with any term or requirement of any material Governmental Authorization or (ii) any actual actual, proposed, possible or threatened potential revocation, withdrawal, suspension, cancellation or cancellation, termination of or modification to any material Governmental Authorization.; and (bd) Part 2.17(b) all applications required to have been filed for the renewal of the Disclosure Schedule describes the material terms of each material grant, incentive, tax reduction or deferral arrangement or subsidy provided or made available to or for the benefit of any of the Acquired Companies by any Governmental Authority or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies is in compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or subsidy identified Authorizations listed or required to be identified listed in Part 2.17(b) 3.15.2 of Newco's Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies and all other filings required to have been made with respect to such material Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.15.2 of Newco's Disclosure Letter collectively constitute all of the Disclosure Schedule, except where the failure Governmental Authorizations necessary to be in compliance would not reasonably be expected permit Company and its Subsidiaries lawfully to be, individually or conduct and operate their businesses in the aggregate, material manner they currently conduct and operate such businesses and to permit Company and its Subsidiaries to own and use their assets in the Acquired Companies, taken as a whole. Neither the execution, delivery or performance manner in which they currently own and use such assets (except for those Governmental Authorizations listed on Part 3.20 of this Agreement nor the consummation of the Merger or any of the other Contemplated Transactions will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement or subsidy identified or required to be identified in Part 2.17(b) of the Newco's Disclosure ScheduleLetter).

Governmental Authorizations. (aA) Except as would not reasonably be expected to be, individually or in the aggregate, material to the The Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, Corporations hold all Governmental Authorizations, and have made all filings required under applicable Laws, Authorizations necessary to enable the Acquired Companies Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all . None of the Acquired Corporations has suffered a suspension or revocation or imposition of penalties or fines with respect to any Governmental Authorization held under any Gaming Laws. There is no event which, to the Company's knowledge, would reasonably be likely to result in the revocation, withdrawal, suspension, reconsideration, cancellation, non-renewal, termination or adverse modification of any such Governmental Authorization, except for any such event that would not reasonably be likely to have a Company Material Adverse Effect. All such Governmental Authorizations are valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required and (iii) each effect. Each Acquired Company Corporation is, and at all times since January 1, 2018 2002 has been, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since January 1, 20182002, none of the Acquired Companies Corporations has received any written claim, complaint, order, notice or, to the Knowledge of the Company, or other communication from any Governmental Authority regarding Body regarding: (i) any actual or alleged material possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization Authorization; or (ii) any actual or threatened possible revocation, withdrawal, suspension, cancellation non-renewal reconsideration, imposition of penalties or fines under, imposition of additional conditions or requirements under, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any product or service. (bB) Part 2.17(b2.15(b) of the Disclosure Schedule accurately and completely describes the material terms of each material grant, incentive, tax reduction or deferral arrangement incentive or subsidy provided or made available to or for the benefit of any of the Acquired Companies Corporations by any U.S. or foreign Governmental Authority Body or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies Corporations is in compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or incentive and subsidy identified or required to be identified in Part 2.17(b2.15(b) of the Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement Agreement, nor the consummation of the Merger I or any of the other Contemplated Transactions Transactions, will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement incentive or subsidy identified or required to be identified in Part 2.17(b2.15(b) of the Disclosure Schedule.

Governmental Authorizations. (a) Except as would not reasonably be expected to be, individually or in the aggregate, The Acquired Corporations hold all material to the Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, all Governmental Authorizations, and have made all filings required under applicable Laws, Authorizations necessary to enable the Acquired Companies Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all . All such Governmental Authorizations are valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required and (iii) each effect. Each Acquired Company Corporation is, and at all times since January 1, 2018 2004 has been, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since January 1, 20182004, none of the Acquired Companies Corporations has received any written notice or, to the Knowledge of the Company, or other communication from any Governmental Authority regarding Body regarding: (i) any actual or alleged material possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization Authorization; or (ii) any actual or threatened possible revocation, withdrawal, suspension, cancellation cancellation, termination or termination modification of any material Governmental Authorization. (b) Part 2.17(b2.13(b) of the Company Disclosure Schedule describes provides a complete list of, and a description of the material terms of, all pending and outstanding grants, incentives, qualifications and subsidies (collectively, “Grants”) from the Government of each material grantthe Republic of Germany or any agency thereof, incentiveor from any other Governmental Body, tax reduction or deferral arrangement or subsidy provided granted or made available to or for the benefit of any of the Acquired Companies by Corporations involving an amount in excess of $50,000 in any Governmental Authority individual case or otherwise, which is $500,000 in effect as of the date of this Agreementaggregate. Each of the The Acquired Companies is Corporations are in compliance in all material respects with all of the terms terms, conditions and requirements of each grant, incentive, tax reduction or deferral arrangement or subsidy identified or required to be identified in Part 2.17(b) their respective Grants and have duly fulfilled all the undertakings relating thereto. To the Knowledge of the Disclosure ScheduleCompany, except where the failure applicable Governmental Body has no intention to be in compliance would not reasonably be expected to be, individually revoke or in materially modify any of the aggregate, material to the Acquired Companies, taken as a wholeGrants. Neither the execution, delivery or performance of this Agreement Agreement, nor the consummation of the Merger or any of the other Contemplated Transactions Transactions, does, will or could reasonably be expected to (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement or subsidy Grant identified or required to be identified in Part 2.17(b2.13(b) of the Company Disclosure Schedule.

Governmental Authorizations. (a) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies taken as a wholeSchedule 7.16 identifies: (iA) each Governmental Authorization that is held by the Acquired Companies hold, and since January 1, 2018 have held, all Governmental Authorizations, and have made all filings required under applicable Laws, necessary to enable the Acquired Companies to conduct their respective businesses in the manner in which such businesses are currently being conductedCompany; (ii) all such Governmental Authorizations are valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required and (iiiB) each Acquired Company is, and since January 1, 2018 has been, in compliance with the terms and requirements of such other Governmental Authorizations. Since January 1, 2018, none of the Acquired Companies has received any written notice orAuthorization that, to the Knowledge of the Company, other communication from is held by any Employee, Stockholder or Related Party is necessary to the conduct of the Business. The Company has delivered to the Buyer accurate and complete copies of all of the Governmental Authority regarding Authorizations identified in Schedule 7.16 (i) any actual or alleged material violation of or material failure to comply with any term or requirement of any material each, a "Disclosable Governmental Authorization"), including all renewals thereof and all amendments thereto. Each Disclosable Governmental Authorization or (ii) any actual or threatened revocation, withdrawal, suspension, cancellation or termination of any material Governmental Authorizationis valid and in full force and effect. (ba) Part 2.17(b) of the Disclosure Schedule describes the material terms of each material grant, incentive, tax reduction or deferral arrangement or subsidy provided or made available to or for the benefit of any of the Acquired Companies by any Governmental Authority or otherwise, which The Company is in effect as of the date of this Agreement. Each of the Acquired Companies is and has at all times been in compliance in all material respects with all of the terms and requirements of each grantDisclosable Governmental Authorization applicable to it. To the Company's Knowledge, incentiveno event has occurred, tax reduction and no condition or deferral arrangement or subsidy identified or required to be identified in Part 2.17(b) of the Disclosure Schedulecircumstance exists, except where the failure to be in compliance would not reasonably be expected to bethat might, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement nor the consummation of the Merger or any of the other Contemplated Transactions will (with or without notice or lapse of time, (i) give constitute or result directly or indirectly in a material violation of or a failure to comply with any term or requirement of any Disclosable Governmental Authorization, or (ii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Disclosable Governmental Authorization. (b) The Company has not ever received any notice or other communication, in writing or otherwise, from any Governmental Body or any other Person the right regarding (i) any actual, alleged, possible or potential violation of or failure to revokecomply with any term or requirement of any Disclosable Governmental Authorization, withdrawor (ii) any actual, suspendproposed, cancelpossible or potential revocation, terminate withdrawal, suspension, cancellation, termination or modify modification of any grant, incentive, tax reduction or deferral arrangement or subsidy identified or Disclosable Governmental Authorization. (c) All applications required to be identified in Part 2.17(b) have been filed for the renewal of the Disclosure ScheduleDisclosable Governmental Authorizations have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Disclosable Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. (d) The Disclosable Governmental Authorizations constitute all of the Governmental Authorizations necessary (i) to enable the Company to conduct its Business as it is presently conducted, and (ii) to permit the Company to own and use its Assets in the manner in which they are currently owned and used.

Governmental Authorizations. Powerdyne RC is an EB-5 Regional Center (aUSCIS ID Number 1215250671) Except as would not reasonably be expected to beapproved by the USCIS (“USCIS Approval”) on March 28, individually 2013. No other Governmental Authorization that is held by Powerdyne RC or in the aggregate, material that otherwise relates to the Acquired Companies taken as Business or any Company Asset is required. Notwithstanding the foregoing, Seller Company, in cooperation with Purchaser, will give written notice of the change of ownership of Powerdyne RC (“Notice”) to USCIS. After receipt and review of the Notice, USCIS may choose to request for a whole: (i) formal amendment to the Acquired Companies hold, and since January 1, 2018 have held, regional center approval be filed. All Purchasers of Powerdyne RC will be responsible to comply with USCIS’ requirement to file a formal amendment if requested by USCIS. The USCIS Approval constitutes all of the Governmental Authorizations, and have made all filings required under applicable Laws, Authorizations necessary to enable permit Powerdyne RC to lawfully conduct and operate the Acquired Companies Business and to conduct their respective businesses own and use Powerdyne RC Assets in the manner in which such businesses are currently being conducted; owned and used (ii) all such Governmental Authorizations are “RC Authorization”). The USCIS Approval is valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required and (iii) each Acquired Company effect. Powerdyne LLC is, and at all times since January 1, 2018 its organization has been, in full compliance with all of the terms and requirements of such Governmental AuthorizationsRC Authorization. Since January 1, 2018, none No event has occurred or circumstance exists that may (with or without notice or lapse of the Acquired Companies has received any written notice or, to the Knowledge of the Company, other communication from any Governmental Authority regarding time) (i) any actual constitute or alleged material result, directly or indirectly, in a violation of or material a failure to comply with any term or requirement of any material Governmental Authorization RC Authorization, or (ii) any actual result directly or threatened indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any RC Authorization. With the exception of the USCIS Approval, Powerdyne RC has not received, at any time since its organization, any communication (whether oral or written) from any Governmental Body or any other Person regarding (i) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any material Governmental RC Authorization. , or (bii) Part 2.17(b) of the Disclosure Schedule describes the material terms of each material grantany actual, incentiveproposed, tax reduction possible, or deferral arrangement potential revocation, withdrawal, suspension, cancellation, termination of, or subsidy provided or made available modification to or any RC Authorization. All applications required to have been filed for the benefit of any of the Acquired Companies by any Governmental Authority or otherwiserenewal of, which is in effect as of the date of this Agreement. Each of the Acquired Companies is in compliance in and all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or subsidy identified or other filings required to be identified in Part 2.17(b) of have been made with respect to, any RC Authorization have been duly filed on a timely basis with the Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement nor the consummation of the Merger or any of the other Contemplated Transactions will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement or subsidy identified or required to be identified in Part 2.17(b) of the Disclosure Scheduleappropriate Governmental Bodies.

Governmental Authorizations. (aA) Except as would not reasonably be expected to be, individually or in the aggregate, The Acquired Corporations hold all material to the Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, all Governmental Authorizations, and have made all filings required under applicable Laws, Authorizations necessary to enable the Acquired Companies Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all . All such Governmental Authorizations are valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required and (iii) each effect. Each Acquired Company Corporation is, and at all times since January 1, 2018 2004 has been, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since January 1, 20182004, none of the Acquired Companies Corporations has received any written notice or, to the Knowledge of the Company, or other communication from any Governmental Authority regarding Body regarding: (i) any actual or alleged material possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization Authorization; or (ii) any actual or threatened possible revocation, withdrawal, suspension, cancellation cancellation, termination or termination modification of any material Governmental Authorization. (bB) Part 2.17(b2.13(b) of the Company Disclosure Schedule describes provides a complete list of, and a description of the material terms of, all pending and outstanding grants, incentives, qualifications and subsidies (collectively, "Grants") from the Government of each material grantthe Republic of Germany or any agency thereof, incentiveor from any other Governmental Body, tax reduction or deferral arrangement or subsidy provided granted or made available to or for the benefit of any of the Acquired Companies by Corporations involving an amount in excess of $50,000 in any Governmental Authority individual case or otherwise, which is $500,000 in effect as of the date of this Agreementaggregate. Each of the The Acquired Companies is Corporations are in compliance in all material respects with all of the terms terms, conditions and requirements of each grant, incentive, tax reduction or deferral arrangement or subsidy identified or required to be identified in Part 2.17(b) their respective Grants and have duly fulfilled all the undertakings relating thereto. To the Knowledge of the Disclosure ScheduleCompany, except where the failure applicable Governmental Body has no intention to be in compliance would not reasonably be expected to be, individually revoke or in materially modify any of the aggregate, material to the Acquired Companies, taken as a wholeGrants. Neither the execution, delivery or performance of this Agreement Agreement, nor the consummation of the Merger or any of the other Contemplated Transactions Transactions, does, will or could reasonably be expected to (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement or subsidy Grant identified or required to be identified in Part 2.17(b2.13(b) of the Company Disclosure Schedule.

Governmental Authorizations. (a) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, all Each Governmental Authorizations, and have made all filings required under applicable Laws, necessary Authorization that is held by Company or that otherwise relates to enable the Acquired Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all such Governmental Authorizations are its business is valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required and (iii) each Acquired Company is, and since January 1, 2018 has been, in compliance with the terms and requirements of such Governmental Authorizations. Since January 1, 2018, none of the Acquired Companies has received any written notice or, to the Knowledge of the Company, other communication from any Governmental Authority regarding (i) any actual or alleged material violation of or material failure to comply with any term or requirement of any material Governmental Authorization or effect. (ii) any actual or threatened revocation, withdrawal, suspension, cancellation or termination of any material Governmental Authorization. (b) Part 2.17(b) of the Disclosure Schedule describes the material terms of each material grant, incentive, tax reduction or deferral arrangement or subsidy provided or made available to or for the benefit of any of the Acquired Companies by any Governmental Authority or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies Company is in compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction Governmental Authorization. (iii) No event has occurred or deferral arrangement or subsidy identified or required to be identified in Part 2.17(b) of the Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement nor the consummation of the Merger or any of the other Contemplated Transactions circumstance exists that will (with or without notice or lapse of time) give (A) constitute or result directly or indirectly in a material violation of or a failure to comply with any Person term or requirement of any Governmental Authorization, or (B) result directly or indirectly in the right revocation, withdrawal, suspension, cancellation or termination of, or any modification to, or would otherwise impair in any way, any Governmental Authorization. (iv) Since December 31, 2013, Company has not received any notice or other communication from any Governmental Authority regarding (A) any actual, alleged, possible or potential violation of or failure to revokecomply with any term or requirement of any Governmental Authorization or (B) any actual, withdrawproposed, suspendpossible or potential revocation, cancelwithdrawal, terminate suspension, cancellation, termination of or modify modification to any grantGovernmental Authorization. (v) Since December 31, incentive2013, tax reduction or deferral arrangement or subsidy identified or all applications required to have been filed for the renewal of the Governmental Authorizations have been duly filed on a timely basis with the appropriate Governmental Authorities, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Authority, except as has not had and would not reasonably be identified expected to have a Material Adverse Effect. (vi) Except as set forth in Part 2.17(bSection 3.3(b)(vi) of the Company Disclosure Schedule, there is no authorization, license, approval, consent, order or any other action of, or any registration, declaration, filing or notice with or to any Governmental Authority or court that is required for the execution or delivery by Company of this Agreement, or the validity or enforceability of this Agreement against Company, or, subject to the receipt of the Purchaser Required Approvals, the completion or performance by Company of any of the Contemplated Transactions. (vii) Except as set forth in Section 3.3(b)(vii) of the Company Disclosure Schedule, Company is not subject to any cease-and-desist or other similar order or enforcement action issued by, nor is either of them a party to any written agreement, consent agreement or memorandum of understanding with, or a party to any commitment letter or similar undertaking to, or subject to any capital directive by, or adopted any board resolutions at the request of, any Governmental Authority (each item in this sentence, a “Regulatory Agreement”), nor has Company been notified since December 31, 2015, by any Governmental Authority that it is considering issuing, initiating, ordering, or requesting any such Regulatory Agreement. Except as set forth in Section 3.3(b)(vii) of the Company Disclosure Schedule, Company is in compliance in all material respects with each Regulatory Agreement to which it is a party or subject, and Company has not received any notice from any Governmental Authority indicating that Company is not in compliance in all material respects with any such Regulatory Agreement. (viii) Except for normal examinations conducted by a Governmental Authority in the regular course of the business, no Governmental Authority has initiated any proceeding into the business or operations of Company since December 31, 2015. Except as set forth in Section 3.3(b)(viii) of the Company Disclosure Schedule, to the Knowledge of the Company there is no unresolved violation, criticism or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Company. As of the Agreement Date, no regulatory examination of Company is under way, and no other report of examination is pending.

Governmental Authorizations. (a) Except as would not reasonably be expected to be, individually or in Part 2.16 of the aggregate, material to the Acquired Companies taken as a wholeDisclosure Schedule identifies: (i) the Acquired Companies hold, each Governmental Authorization that is held by Seller; and since January 1, 2018 have held, all Governmental Authorizations, and have made all filings required under applicable Laws, necessary to enable the Acquired Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) each other Governmental Authorization that, to Seller’s Knowledge, is held by any employee of the Seller or any independent contractor and relates to or is useful in connection with Seller’s business. (b) Seller has delivered to the Purchaser accurate and complete copies of all such of the Governmental Authorizations are identified in Part 2.16 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.16 of the Disclosure Schedule is valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required effect. (c) Except as set forth in Part 2.16 of the Disclosure Schedule: (i) To Seller’s Knowledge, its employees and (iii) each Acquired Company isindependent contractors are, and since January 1, 2018 has the Seller and their respective employees have at all times been, in full compliance with all of the terms and requirements of such each Governmental Authorizations. Since January 1, 2018, none Authorization identified or required to be identified in Part 2.16 of the Acquired Companies Disclosure Schedule; (ii) no event has received any written occurred, and no condition or circumstance exists, that might (with or without notice or, to the Knowledge or lapse of the Company, other communication from any Governmental Authority regarding time) (iA) any actual constitute or alleged material result directly or indirectly in a violation of or material a failure to comply with any term or requirement of any material Governmental Authorization or (ii) any actual or threatened revocation, withdrawal, suspension, cancellation or termination of any material Governmental Authorization. (b) Part 2.17(b) of the Disclosure Schedule describes the material terms of each material grant, incentive, tax reduction or deferral arrangement or subsidy provided or made available to or for the benefit of any of the Acquired Companies by any Governmental Authority or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies is in compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or subsidy identified or required to be identified in Part 2.17(b) 2.16 of the Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or (B) result directly or indirectly in the aggregaterevocation, material to the Acquired Companieswithdrawal, taken as a whole. Neither the executionsuspension, delivery cancellation, termination or performance modification of this Agreement nor the consummation of the Merger or any of the other Contemplated Transactions will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement or subsidy Governmental Authorization identified or required to be identified in Part 2.17(b) 2.16 of the Disclosure Schedule; (iii) Seller has never received, and, of CFO , no employee of Seller has ever received, any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding: (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.16 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body, except, with respect to (i), (ii) or (iii) above, where an MAE would not be likely to occur. (d) The Governmental Authorizations identified in Part 2.16 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary: (i) to enable Seller to conduct its business in the manner in which its business is currently being conducted and in the manner in which its business is proposed to be conducted, and (ii) to permit Seller to own and use its Assets in the manner in which they are currently owned and used and in the manner in which they are proposed to be owned and used.

Governmental Authorizations. (a) Except as would not reasonably be expected to be, individually or in the aggregate, material to the The Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, Corporations hold all Governmental Authorizations, and have made all filings required under applicable Laws, Authorizations necessary to enable the Acquired Companies Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all , except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. All such Governmental Authorizations are valid and in full force and effect or expired effect. Each Acquired Corporation is and at a time when all times has been in substantial compliance with the terms and requirements of such Governmental Authorizations no longer were required and (iii) each Acquired Company isAuthorizations, and since January 1, 2018 has been, except where the failure to be in compliance with the terms and requirements of such Governmental AuthorizationsAuthorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since January 1, 2018, none None of the Acquired Companies Corporations has 23 received any written notice or, to the Knowledge of the Company, or other communication from any Governmental Authority Body regarding (ia) any actual or alleged material possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization Authorization, or (iib) any actual or threatened possible revocation, withdrawal, suspension, cancellation cancellation, termination or termination modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or services. (b) Part 2.17(b2.14(b) of the Company Disclosure Schedule describes the material terms of each material grant, incentive, tax reduction or deferral arrangement incentive or subsidy provided or made available to or for the benefit of any of the Acquired Companies Corporations by any U.S. or foreign Governmental Authority Body or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies Corporations is in full compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or incentive and subsidy identified or required to be identified in Part 2.17(b2.14(b) of the Company Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement Agreement, nor the consummation of the Merger or any of the other Contemplated Transactions transactions contemplated by this Agreement, will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement incentive or subsidy identified or required to be identified in Part 2.17(b2.14(b) of the Company Disclosure Schedule.

Governmental Authorizations. (a) Except as would not reasonably be expected Seller holds all material Governmental Authorizations (the “Business Governmental Authorizations”) necessary to be, individually or in the aggregate, material to the Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, all Governmental Authorizations, and have made all filings required under applicable Laws, necessary to enable the Acquired Companies Seller to conduct their respective businesses the Business in the manner in which such businesses are the Business is currently being conducted; , and (ii) all such permit Seller to own and use the Business Assets in the manner in which they are currently owned and used. Each of the Business Governmental Authorizations are Authorization is valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required and (iii) each Acquired Company is, and since January 1, 2018 has been, in compliance with the terms and requirements of such Governmental Authorizations. Since January 1, 2018, none of the Acquired Companies has received any written notice or, to the Knowledge of the Company, other communication from any Governmental Authority regarding (i) any actual or alleged material violation of or material failure to comply with any term or requirement of any material Governmental Authorization or (ii) any actual or threatened revocation, withdrawal, suspension, cancellation or termination of any material Governmental Authorizationeffect. (b) Part 2.17(b) of the Disclosure Schedule describes the material terms of each material grant, incentive, tax reduction or deferral arrangement or subsidy provided or made available to or for the benefit of any of the Acquired Companies by any Governmental Authority or otherwise, which Seller is in effect as of the date of this Agreement. Each of the Acquired Companies is and at all times has been in compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or subsidy identified or required to be identified in Part 2.17(b) of the Disclosure ScheduleBusiness Governmental Authorizations. (c) To the Knowledge of Seller, except where the failure to be in compliance no event has occurred, and no condition or circumstance exists, that would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement nor the consummation of the Merger or any of the other Contemplated Transactions will (with or without notice or lapse of time) give to (A) constitute or result directly or indirectly in a material violation of or a failure to comply with any term or requirement of any of the Business Governmental Authorizations, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any of the Business Governmental Authorizations. (d) Seller has not received, and, to the Knowledge of Seller, no employee of Seller has ever received, any written notice or other communication from any Governmental Authority or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Business Governmental Authorization or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Business Governmental Authorization. (e) To the right to revokeKnowledge of Seller, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement or subsidy identified or all applications required to be identified in Part 2.17(b) have been filed for the renewal of any of the Disclosure ScheduleBusiness Governmental Authorizations have been duly filed on a timely basis with the appropriate Governmental Authorities, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Authority.

Governmental Authorizations. (a) Except as would not reasonably be expected to beSection 2.13(a) of the Sellers' Disclosure Letter sets forth each Governmental Authorization held by the Company, individually or in together with the aggregate, material to name of the Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, all Governmental Authorizations, and have made all filings required under applicable Laws, necessary to enable the Acquired Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all Authority issuing such Governmental Authorizations are Authorization. Each Governmental Authorization listed or required to be listed in Section 2.13(a) of the Sellers' Disclosure Letter is valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required and effect. Except as set forth in Section 2.13(a) of the Sellers' Disclosure Letter: (iiii) each Acquired the Company is, and since January 1, 2018 at all times has been, in compliance with the terms and requirements of such Governmental Authorizations. Since January 1, 2018, none of the Acquired Companies has received any written notice or, to the Knowledge of the Company, other communication from any Governmental Authority regarding (i) any actual or alleged material violation of or material failure to comply with any term or requirement of any material Governmental Authorization or (ii) any actual or threatened revocation, withdrawal, suspension, cancellation or termination of any material Governmental Authorization. (b) Part 2.17(b) of the Disclosure Schedule describes the material terms of each material grant, incentive, tax reduction or deferral arrangement or subsidy provided or made available to or for the benefit of any of the Acquired Companies by any Governmental Authority or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies is in compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction Governmental Authorization; (ii) no event has occurred or deferral arrangement condition or subsidy identified or required to be identified in Part 2.17(b) of the Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement nor the consummation of the Merger or any of the other Contemplated Transactions will circumstance exists that (with or without notice or lapse of timetime or both) give would (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization or (B) result in the revocation, withdrawal, suspension, cancellation, termination or other material impairment of any Governmental Authorization; (iii) the Company has not received at any time any written or, to the Knowledge of the Sellers, oral notice or other communication from any Governmental Authority or any other Person the right regarding (A) any actual, alleged or potential violation of or failure to revokecomply with any term or requirement of any Governmental Authorization or (B) any actual, withdrawproposed or potential revocation, suspendwithdrawal, cancelsuspension, terminate cancellation, termination of, or modify modification to any grant, incentive, tax reduction or deferral arrangement or subsidy identified or Governmental Authorization; (iv) all applications required to have been filed for the renewal of the Governmental Authorizations have been duly filed on a timely basis with the appropriate Governmental Authorities, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Authorities; and (v) none of the Governmental Authorizations will be identified terminated or impaired or become terminable, in Part 2.17(bwhole or in part, as a result of the transactions contemplated by this Agreement or any of the Ancillary Agreements. (b) The Governmental Authorization listed in Section 2.13(a) of the Sellers' Disclosure ScheduleLetter collectively constitute all of the Governmental Authorizations necessary to permit the Company to lawfully conduct the Business as currently conducted and as conducted as of the Closing Date and to permit the Company to own and use its assets as currently used and as used as of the Closing Date.

Governmental Authorizations. (a) Except Sellers have all material Governmental Authorizations required for Sellers to conduct the Business as would not reasonably be expected to be, individually or in currently conducted and for the aggregate, material to ownership and use of the Acquired Companies taken as a whole: (i) the Acquired Companies holdPurchased Assets, and since January 1, 2018 have held, all Governmental Authorizations, and have made all filings required under applicable Laws, necessary to enable the Acquired Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all such Governmental Authorizations are in full force and effect. Section 2.13 of the Disclosure Schedule identifies: each Governmental Authorization that is held, or required to be held, by the Sellers and that is required in order to conduct the Business as presently conducted or hold or use the Purchased Assets (each a “Business Government Authorization”). Each Business Governmental Authorization identified or required to be identified in Section 2.13 of the Disclosure Schedule is valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required and (iii) each Acquired Company is, and since January 1, 2018 has been, effect. The Sellers are in material compliance with all of the terms and requirements of such each Business Governmental Authorizations. Since January 1, 2018, none Authorization identified or required to be identified in Section 2.13 of the Acquired Companies has received any written notice or, to Disclosure Schedule. To the Knowledge of the CompanySellers, other communication from any Governmental Authority regarding no event has occurred, and no condition or circumstance exists, that would reasonably be expected to (iwith or without notice or lapse of time) any actual (a) constitute or alleged material result directly or indirectly in a violation of or material a failure to comply with any term or requirement of any material Business Governmental Authorization or (ii) any actual or threatened revocation, withdrawal, suspension, cancellation or termination of any material Governmental Authorization. (b) Part 2.17(b) of the Disclosure Schedule describes the material terms of each material grant, incentive, tax reduction or deferral arrangement or subsidy provided or made available to or for the benefit of any of the Acquired Companies by any Governmental Authority or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies is in compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or subsidy identified or required to be identified in Part 2.17(b) Section 2.13 of the Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or (b) result directly or indirectly in the aggregaterevocation, withdrawal, suspension, cancellation, termination or material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance modification of this Agreement nor the consummation of the Merger or any of the other Contemplated Transactions will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement or subsidy Business Governmental Authorization identified or required to be identified in Part 2.17(b) Section 2.13 of the Disclosure Schedule. The Sellers have not received any written notice from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential violation of or failure to comply with any material term or requirement of any Business Governmental Authorization, or (ii) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Business Governmental Authorization.

Governmental Authorizations. (a) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, all Each Governmental Authorizations, and have made all filings required under applicable Laws, necessary Authorization that is held by Company or that otherwise relates to enable the Acquired Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all such Governmental Authorizations are its business is valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required and (iii) each Acquired Company is, and since January 1, 2018 has been, in compliance with the terms and requirements of such Governmental Authorizations. Since January 1, 2018, none of the Acquired Companies has received any written notice or, to the Knowledge of the Company, other communication from any Governmental Authority regarding (i) any actual or alleged material violation of or material failure to comply with any term or requirement of any material Governmental Authorization or effect. (ii) any actual or threatened revocation, withdrawal, suspension, cancellation or termination of any material Governmental Authorization. (b) Part 2.17(b) of the Disclosure Schedule describes the material terms of each material grant, incentive, tax reduction or deferral arrangement or subsidy provided or made available to or for the benefit of any of the Acquired Companies by any Governmental Authority or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies Company is in compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction Governmental Authorization. (iii) No event has occurred or deferral arrangement or subsidy identified or required to be identified in Part 2.17(b) of the Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement nor the consummation of the Merger or any of the other Contemplated Transactions circumstance exists that will (with or without notice or lapse of time) give (A) constitute or result directly or indirectly in a material violation of or a failure to comply with any Person term or requirement of any Governmental Authorization, or (B) result directly or indirectly in the right revocation, withdrawal, suspension, cancellation or termination of, or any modification to, or would otherwise impair in any way, any Governmental Authorization. (iv) Since December 31, 2012, Company has not received any notice or other communication from any Governmental Authority regarding (A) any actual, alleged, possible or potential violation of or failure to revokecomply with any term or requirement of any Governmental Authorization or (B) any actual, withdrawproposed, suspendpossible or potential revocation, cancelwithdrawal, terminate suspension, cancellation, termination of or modify modification to any grantGovernmental Authorization. (v) Since December 31, incentive2012, tax reduction or deferral arrangement or subsidy identified or all applications required to have been filed for the renewal of the Governmental Authorizations have been duly filed on a timely basis with the appropriate Governmental Authorities, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Authority, except as has not had and would not reasonably be identified expected to have a Material Adverse Effect. (vi) There is no authorization, license, approval, consent, order or any other action of, or any registration, declaration, filing or notice with or to any Governmental Authority or court that is required for the execution or delivery by Company of this Agreement, or the validity or enforceability of this Agreement against Company, or subject to the receipt of the Purchaser Required Approvals and approval by Federal Reserve Bank of Atlanta for the redemption by Company of the FBBI Series F Preferred Stock (and receipt of any approvals or non-objections from the Florida Office of Financial Regulation or the FDIC related to the payment of a dividend by BC Bank to FBBI to fund such redemption), the completion or performance by Company of any of the Contemplated Transactions. (vii) Except as set forth in Part 2.17(bSection 3.3(b)(vii) of the Company Disclosure Schedule, Company is not subject to any cease-and-desist or other similar order or enforcement action issued by, nor is either of them a party to any written agreement, consent agreement or memorandum of understanding with, or a party to any commitment letter or similar undertaking to, or subject to any capital directive by, or adopted any board resolutions at the request of, any Governmental Authority (each item in this sentence, a “Regulatory Agreement”), nor has Company been notified since December 31, 2014, by any Governmental Authority that it is considering issuing, initiating, ordering, or requesting any such Regulatory Agreement. Except as set forth in Section 3.3(b)(vii) of the Company Disclosure Schedule, Company is in compliance in all material respects with each Regulatory Agreement to which it is a party or subject, and Company has not received any notice from any Governmental Authority indicating that Company is not in compliance in all material respects with any such Regulatory Agreement. (viii) Except for normal examinations conducted by a Governmental Authority in the regular course of the business, no Governmental Authority has initiated any proceeding into the business or operations of Company since December 31, 2014. Except as set forth in Section 3.3(b)(viii) of the Company Disclosure Schedule, there is no unresolved violation, criticism or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Company. As of the Agreement Date, no regulatory examination of Company is under way, and no other report of examination is pending.

Governmental Authorizations. Part 3.13 of the Disclosure Schedule identifies: (a) Except as would not reasonably be expected to be, individually each Governmental Authorization that is held by the Seller and that relates directly or in the aggregate, material indirectly to the Acquired Companies taken as a whole: (i) the Acquired Companies holdLaser Business, and since January 1including, 2018 have heldwithout limitation, all clearances by the FDA; and (b) each other Governmental AuthorizationsAuthorization that, to the best of the knowledge of the Seller, is held by any employee of the Seller and have made relates to or is useful in connection with the Laser Business of the Seller. The Seller has delivered to Parent accurate and complete copies of all filings required under applicable Laws, necessary to enable of the Acquired Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all such Governmental Authorizations are identified in Part 3.13 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 3.13 of the Disclosure Schedule is valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required and (iii) each Acquired Company is, and since January 1, 2018 has been, effect. Except as set forth in compliance with the terms and requirements of such Governmental Authorizations. Since January 1, 2018, none Part 3.13 of the Acquired Companies has received any written notice or, to the Knowledge of the Company, other communication from any Governmental Authority regarding Disclosure Schedule: (i) any actual or alleged material violation of or material failure to comply with any term or requirement of any material Governmental Authorization or (ii) any actual or threatened revocation, withdrawal, suspension, cancellation or termination of any material Governmental Authorization. (b) Part 2.17(b) of the Disclosure Schedule describes the material terms of each material grant, incentive, tax reduction or deferral arrangement or subsidy provided or made available to or for the benefit of any of the Acquired Companies by any Governmental Authority or otherwise, which Seller is and has at all times been in effect as of the date of this Agreement. Each of the Acquired Companies is in full compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or subsidy Governmental Authorization identified or required to be identified in Part 2.17(b) 3.13 of the Disclosure Schedule; (ii) no event has occurred, except where the failure to be in compliance would not and no condition or circumstance exists, that could reasonably be expected to beto, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement nor the consummation best knowledge of the Merger or any of the other Contemplated Transactions will Seller (with or without notice or lapse of time) give (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization in connection with the Laser Business, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization in connection with the Laser Business; (iii) the Seller has never received any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization in connection with the right to revokeLaser Business, withdrawor (B) any actual, suspendproposed, cancelpossible or potential revocation, terminate withdrawal, suspension, cancellation, termination or modify modification of any grant, incentive, tax reduction or deferral arrangement or subsidy identified or Governmental Authorization in connection with the Laser Business; and (iv) all applications required to be have been filed for the renewal of the Governmental Authorizations in connection with the Laser Business have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. The Governmental Authorizations identified in Part 2.17(b) 3.13 of the Disclosure ScheduleSchedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct the Laser Business in the manner in which such business is currently being conducted and in the manner in which such business is proposed to be conducted, and (ii) to permit the Seller to own and use the Specified Assets in the manner in which they are currently owned and used.

Governmental Authorizations. (a) Except as The Company and Dauntless hold all Governmental Authorizations necessary to enable them to conduct Business in the manner in which the Business is currently being conducted, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to be, individually adversely affect the Company or the Business in the aggregate, any material to the Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, all Governmental Authorizations, and have made all filings required under applicable Laws, necessary to enable the Acquired Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all respect. All such Governmental Authorizations are valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required effect. The Company and (iii) each Acquired Company isDauntless are, and at all times since January 1, 2018 has 2003 have been, in substantial compliance with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance has not had and would not reasonably be expected to adversely affect the Company or the Business in any material respect. Since January 1, 2018, none of 2003 neither the Acquired Companies Company nor Dauntless has received any written notice or, to the Knowledge of the Company, other communication from any Governmental Authority Body regarding (i) any actual or alleged material possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization Authorization, or (ii) any actual or threatened possible revocation, withdrawal, suspension, cancellation cancellation, termination or termination modification of any material Governmental Authorization. No Governmental Body has at any time challenged in a writing delivered to the Company or any of its Subsidiaries the right of the Company or Dauntless to design, manufacture, offer or sell any of its products or services. (b) Part 2.17(bSchedule 5.15(b) of the Disclosure Schedule describes the material terms of each material grant, incentive, tax reduction or deferral arrangement incentive or subsidy provided or made available available, if any, to or for the benefit of any of the Acquired Companies Company or Dauntless by any U.S. or foreign Governmental Authority Body, or otherwise, which is . The Company and Dauntless are in effect as of the date of this Agreement. Each of the Acquired Companies is in full compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or incentive and subsidy identified or required to be identified in Part 2.17(b) of the Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a wholeSchedule 5.15(b). Neither the execution, delivery or performance of this Agreement Agreement, nor the consummation of the Merger or any of the other Contemplated Transactions transactions contemplated by this Agreement, will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement incentive or subsidy identified or required to be identified in Part 2.17(b) of the Disclosure ScheduleSchedule 5.15(b).

Governmental Authorizations. (a) Except as would not reasonably be expected to be, individually or in the aggregate, material to the The Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, Corporations hold all Governmental Authorizations, and have made all filings required under applicable Laws, Authorizations necessary to enable the Acquired Companies Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all , except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. All such Governmental Authorizations are valid and in full force and effect or expired effect. Each Acquired Corporation is and at a time when all times has been in substantial compliance with the terms and requirements of such Governmental Authorizations no longer were required and (iii) each Acquired Company isAuthorizations, and since January 1, 2018 has been, except where the failure to be in compliance with the terms and requirements of such Governmental AuthorizationsAuthorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since January 1, 2018, none None of the Acquired Companies Corporations has received any written notice or, to the Knowledge of the Company, or other communication from any Governmental Authority Body regarding (ia) any actual or alleged material possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization Authorization, or (iib) any actual or threatened possible revocation, withdrawal, suspension, cancellation cancellation, termination or termination modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or services. (b) Part 2.17(b2.14(b) of the Company Disclosure Schedule describes the material terms of each material grant, incentive, tax reduction or deferral arrangement incentive or subsidy provided or made available to or for the benefit of any of the Acquired Companies Corporations by any U.S. or foreign Governmental Authority Body or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies Corporations is in full compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or incentive and subsidy identified or required to be identified in Part 2.17(b2.14(b) of the Company Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement Agreement, nor the consummation of the Merger or any of the other Contemplated Transactions transactions contemplated by this Agreement, will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement incentive or subsidy identified or required to be identified in Part 2.17(b2.14(b) of the Company Disclosure Schedule.

Governmental Authorizations. (a) Except as would not reasonably be expected to be, individually or in the aggregate, The Company holds all material to the Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, all Governmental Authorizations, and have made all filings required under applicable Laws, Authorizations necessary to enable the Acquired Companies Company to conduct their respective businesses its business in the manner in which such businesses are its business is currently being conducted; (ii) all . All such Governmental Authorizations are valid and in full force and effect effect, and, to the knowledge of the Company, no event has occurred which allows, or expired at a after notice or lapse of time when such Governmental Authorizations no longer were required and (iii) each Acquired would allow, revocation or termination thereof. The Company is, and since January 1, 2018 at all times has been, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since January 1, 2018, none of the Acquired Companies The Company has not received any written notice (or, to the Knowledge knowledge of the Company, any other communication communication) from any Governmental Authority regarding Body regarding: (i) any actual or alleged material violation of or material failure to comply in any material respect by the Company with any term or requirement of any material such Governmental Authorization Authorization; or (ii) any actual or threatened revocation, withdrawal, suspension, cancellation cancellation, termination or termination modification of any material such Governmental Authorization. (b) Part 2.17(b) . No action, proceeding, revocation proceeding, amendment procedure, writ, injunction or claim is pending or, to the knowledge of the Disclosure Schedule describes the material terms of each material grantCompany, incentive, tax reduction or deferral arrangement or subsidy provided or made available to or for the benefit of any of the Acquired Companies threatened by any Governmental Authority or otherwiseBody, which is in effect as of the date of this Agreement. Each of the Acquired Companies is in compliance in all material respects with all of the terms and requirements of each grantseeks to revoke, incentivewithdraw, tax reduction suspend, cancel, terminate or deferral arrangement or subsidy identified or required to be identified in Part 2.17(b) of the Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a wholemodify any such Governmental Authorization. Neither the execution, delivery or performance by the Company of this Agreement Agreement, nor the consummation by the Company of the Merger or any of the other Contemplated Transactions Transactions, does, will or would reasonably be expected to (with or without notice or notice, lapse of timetime or both) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement or subsidy identified or required such Governmental Authorization. The Company has Made Available to be identified Parent copies of all such Governmental Authorizations in effect as of the date of this Agreement. (b) Part 2.17(b2.14(b) of the Company Disclosure ScheduleSchedule lists each material grant, incentive or subsidy (the “Governmental Grants”) provided or Made Available to or for the benefit of the Company by or on behalf of any U.S. federal, state or local Governmental Body or any foreign Governmental Body, whether directly or indirectly as a subcontractor, subrecipient, subgrantee, or similar (at any tier) in connection with a grant, incentive or subsidy between another Person and a Governmental Body. All such Governmental Grants are valid and in fully force and effect. The Company is, and at all times has been, in compliance in all material respects with all of the terms and requirements of each Governmental Grant. The Company has not received any written notice (or, to the knowledge of the Company, any other communication) from any Governmental Body regarding: (i) any material violation of failure to comply in any material respect by the Company with any term or requirement of any Governmental Grant; or (ii) any revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Grant. No action, proceeding, revocation proceeding, amendment procedure, writ, injunction or claim is pending or, to the knowledge of the Company, threatened by any Governmental Body, which seeks to revoke, writhdraw, suspend, cancel, terminate or modify any Governmental Grant. Neither the execution, delivery or performance by the Company of this Agreement, nor the consummation by the Company of the Merger or any of the other Contemplated Transactions, does, will or would reasonably be expected to (with or without notice, lapse of time or both) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any Governmental Grant. The Company has Made Available to Parent copies of all Governmental Grants in effect as of the date of this Agreement.

Governmental Authorizations. (a) Except as would not reasonably be expected to be, individually or in the aggregate, material to the The Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, Corporations hold all Governmental Authorizations, and have made all filings required under applicable Laws, Authorizations necessary to enable the Acquired Companies Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all . All such Governmental Authorizations are valid and in full force and effect or expired at a time when such Governmental Authorizations no longer were required and (iii) each effect. Each Acquired Company Corporation is, and at all times since January 1, 2018 2001 has been, in substantial compliance with the terms and requirements of such Governmental Authorizations. Since January 1, 20182001, none of the Acquired Companies Corporations has received any written notice or, to the Knowledge of the Company, or other communication from any Governmental Authority Body regarding (ia) any actual or alleged material possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization Authorization, or (iib) any actual or threatened possible revocation, withdrawal, suspension, cancellation cancellation, termination or termination modification of any material Governmental Authorization. (b) Part 2.17(b3.15(b) of the Disclosure Schedule describes the material terms of each material grant, incentive, tax reduction or deferral arrangement incentive or subsidy provided or made available to or for the benefit of any of the Acquired Companies Corporations by any U.S. or foreign Governmental Authority Body or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies Corporations is in full compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or incentive and subsidy identified or required to be identified in Part 2.17(b3.15(b) of the Disclosure Schedule, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactions Transactions, will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement incentive or subsidy identified or required to be identified in Part 2.17(b3.15(b) of the Disclosure Schedule.

Governmental Authorizations. (aSchedule 6.8(b) Except as would not reasonably contains a complete and accurate list of each Governmental Authorization that is held by Seller and is material for the operation of the Business, or to any of the Acquisition Assets and the Property. Each Governmental Authorization listed or required to be expected to be, individually or in the aggregate, material to the Acquired Companies taken as a whole: (ilisted on Schedule 6.8(b) the Acquired Companies hold, and since January 1, 2018 have held, all Governmental Authorizations, and have made all filings required under applicable Laws, necessary to enable the Acquired Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all such Governmental Authorizations are is valid and in full force and effect or expired at except where the failure to do so would not have an Adverse Effect. Schedule 6.8(b) also sets forth the name of any third party from whom consent must be obtained in order to effect a time when transfer to Buyer of the Permits to be acquired as a result of the transactions contemplated herein; and, except as set forth on Schedule 6.8(b), Seller has obtained all such Governmental Authorizations no longer were required consents except where the failure to be so valid and in force and effect would not have an Adverse Effect. To the Knowledge of Seller, and except as set forth on Schedule 6.8(b): (iii1) each Acquired Company Seller is, and since January 1, 2018 at all times has been, in compliance in all material respects with the terms and requirements of such each Governmental Authorizations. Since January 1Authorization identified or required to be identified on Schedule 6.8(b); (2) no event has occurred, 2018nor does any circumstance exist, none that could reasonably be expected to (with or without notice or lapse of the Acquired Companies has received any written notice ortime) have an Adverse Effect and (A) constitute or result directly or indirectly in a violation of, to the Knowledge of the Companyliability, other communication from any Governmental Authority regarding (i) any actual or alleged material violation of or material a failure to comply with any term or requirement of any material Governmental Authorization listed or required to be listed on Schedule 6.8(b); or (iiB) any actual result directly or threatened indirectly in the revocation, withdrawal, suspension, cancellation or termination of of, or any material Governmental Authorization. (b) Part 2.17(b) of the Disclosure Schedule describes the material terms of each material grantmodification to, incentive, tax reduction or deferral arrangement or subsidy provided or made available to or for the benefit of any of the Acquired Companies by any Governmental Authority or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies is in compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or subsidy identified Authorization listed or required to be identified in Part 2.17(blisted on Schedule 6.8(b); (3) Seller has not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, liability or failure to comply with any material term or requirement of any Governmental Authorization; or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or material modification to any Governmental Authorization; and (4) all applications required to have been filed for the renewal of the Disclosure Schedule, except where the failure Governmental Authorizations listed or required to be in compliance would not reasonably be expected listed on Schedule 6.8(b) have been duly filed on a timely basis with the appropriate Governmental Bodies and all other filings required to be, individually or have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed on Schedule 6.8(b) collectively constitute all of the Governmental Authorizations necessary to permit Seller to lawfully conduct and operate the Business in the aggregate, material manner it is currently conducted and operated and to permit Seller to own and use the Acquisition Assets in the manner in which it currently owns and uses such assets and to the Acquired CompaniesKnowledge of Seller, taken and there will not be an Adverse Effect in the Governmental Authorizations as a whole. Neither the execution, delivery or performance result of this Agreement nor the consummation of the Merger or transactions contemplated herein, nor to the Knowledge of Seller, will there be any Adverse Effect on Buyer for any failure of the other Contemplated Transactions will (with or without notice or lapse of time) give Seller to have any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement or subsidy identified or required to be identified Governmental Authorization in Part 2.17(b) of the Disclosure Schedulefull force and effect.

Governmental Authorizations. (a) Except as would not reasonably be expected to be, individually or in the aggregate, material to The Governmental Authorizations held by each of the Acquired Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2018 have held, all Governmental Authorizations, and have made all filings required under applicable Laws, necessary to enable the Acquired Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all such Governmental Authorizations Corporations are valid and in full force and effect or expired at a time when such effect, and collectively constitute all Governmental Authorizations no longer were required necessary (i) to enable each of the Acquired Corporations to conduct its business in the manner in which its business is currently being conducted and in the manner in which its business is proposed to be conducted, and (iiiii) to permit each of the Acquired Company Corporations to own and use its assets in the manner in which they are currently owned and used and in the manner in which they are proposed to be owned and used. Each of the Acquired Corporations is, and at all times since January 1, 2018 its inception has been, in compliance with the terms and requirements of the respective Governmental Authorizations held by such Governmental AuthorizationsAcquired Corporation. Since January 131, 20182000, none of the Acquired Companies Corporations has received any written notice or, to the Knowledge of the Company, or other communication from any Governmental Authority Body regarding (ia) any actual or alleged material possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization Authorization, or (iib) any actual or threatened possible revocation, withdrawal, suspension, cancellation cancellation, termination or termination modification of any material Governmental Authorization. (b) Except as set forth in Part 2.17(b) 2.13 of the Company Disclosure Schedule describes the material terms of Schedule: (i) each material grant, incentive, tax reduction or deferral arrangement or subsidy provided or made available to or for the benefit of any of the Acquired Companies by any Governmental Authority or otherwiseCorporations and its employees are, which is in effect as of the date of this Agreement. Each and each of the Acquired Companies is Corporations and its employees have at all times been, in full compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or subsidy Governmental Authorization identified or required to be identified in Part 2.17(b) 2.13 of the Company Disclosure Schedule; (ii) no event has occurred, except where the failure to be in compliance would not reasonably be expected to beand no condition or circumstance exists, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement nor the consummation of the Merger or any of the other Contemplated Transactions will that might (with or without notice or lapse of time) give (A) constitute or result directly or indirectly in a violation of or a failure to comply with any Person the right to revoke, withdraw, suspend, cancel, terminate term or modify requirement of any grant, incentive, tax reduction or deferral arrangement or subsidy Governmental Authorization identified or required to be identified in Part 2.17(b) 2.13 of the Company Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.13 of the Company Disclosure Schedule; (iii) the Acquired Corporations have never received, and, to the knowledge of the Acquired Corporations, no employee of the Acquired Corporations has ever received, any notice or other communication from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Section 2.16 of the Company Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body.