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

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to, (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) any Default under, or require the consent of any other party to, (i) the limited charter or by-laws, partnership agreement, trust agreement or other organizational documents of the such Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including benefit, except any pledge such conflict, breach or Default as would not adversely affect such Selling Stockholder’s ability to perform any of Offered Shares its obligations under this Agreement, the Custody Agreement and the Power of Attorney or any of the transactions contemplated hereby or thereby, and (iii) will not result in any provision violation of applicable law any statute, law, regulation, order or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body body, arbitrator or arbitrator other authority having jurisdiction over the such Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually Stockholder or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreementproperties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementNASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) Default under, or require the consent of any other party to, (i) the limited charter or by-laws, partnership agreement, trust agreement or other organizational documents of the such Selling Stockholder, Stockholder (if such Selling Stockholder is not an individual) (ii) any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares benefit, or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling Stockholder, except, in the case of the foregoing with respect to clauses (ii) and (iii) ), as would not, individually or in the aggregate, reasonably be expected to materially impact adversely affect the ability of the Selling Stockholder’s ability Stockholder to perform its obligations under this Agreementhereunder (a “Selling Stockholder Material Adverse Effect”). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect and such as may be required under the Securities Act, the Exchange Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementFINRA.

Non-Contravention; No Further Authorizations or Approvals Required. The execution Neither the issue and delivery by sale of the Selling Stockholder of, and Placement Shares nor the performance by consummation of any other of the Selling Stockholder transactions herein contemplated nor the fulfillment of its obligations under, this Agreement the terms hereof will not contravene or conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, (i) the charter or bylaws of the Company, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties, except in the case of clauses (ii) and (iii) as would not have a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or bylaws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or default (orunder, with or result in the giving creation or imposition of notice any lien, charge or lapse encumbrance upon any property or assets of time, would be in default) underthe Company or any of its subsidiaries pursuant to, or require the consent of any other party to, (i) the limited partnership agreement of the Selling Stockholderany indenture, (ii) any mortgage, loan or credit agreement, note, contract, franchise, lease or other agreement instrument, except for such conflicts, breaches, defaults, liens, charges or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary, except as would not reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreementhave a Material Adverse Change. No consent, approval, authorization authorization, filing with or other order of, or registration or filing with, of any court or other governmental authority agency or agency, body is required for the consummation by the Selling Stockholder of in connection with the transactions contemplated in this Agreementherein, except such as have been obtained under the Securities Act, from the Financial Industry Regulatory Authority (“FINRA”) and as may be required under the Securities Act, applicable state securities or blue sky laws of any jurisdiction in connection with the purchase and from distribution of the FINRA Placement Shares in the manner contemplated herein and such other approvals as have been obtained on or prior to in the date of this AgreementRegistration Statement and the Prospectus, any free writing prospectus.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) Default under, or require the consent of any other party to, (i) the limited partnership agreement or other organizational documents of the such Selling Stockholder, (ii) Stockholder or any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or (iii) bound, any provision of applicable law or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling Stockholder, exceptexcept for such consents that have been obtained or other than such conflicts, in the case of the foregoing clauses (ii) and (iii) as would notbreaches, or Defaults that, individually or in the aggregate, reasonably be expected to could not materially impact the and adversely affect such Selling Stockholder’s ability to perform its obligations under this Agreementconsummate the transactions contemplated hereby. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required have been obtained or made and are in full force and effect under the Securities Act, the Exchange Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementNASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations underunder this Agreement, this and in the case of the Selling Stockholders named in Schedule A-1 and Schedule A-3, the Custody Agreement and the Power of Attorney, will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) Default under, or require the consent of any other party toto (except for any such consent that has already been obtained), (i) the charter or by-laws, limited partnership liability company agreement or other organizational documents of the such Selling Stockholder, (ii) any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling Stockholder, except, except in the case of the foregoing clauses (ii) and or (iii) ), as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreementresult in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementFINRA.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement Agreement, (i) will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) any Default under, or require the consent of any other party to, (i) the limited partnership agreement charter or by-laws or other organizational documents of the Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or benefit, and (iii) will not result in any provision violation of applicable law or any statute, law, rule, regulation, judgment, order, order or decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body body, arbitrator or arbitrator other authority having jurisdiction over the Selling StockholderStockholder or its properties, except, in the case of the foregoing except with respect to clauses (ii) and (iii) only, for such Defaults and violations as would not, individually or in the aggregate, reasonably be expected to materially impact result in a material adverse effect on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Selling Stockholder’s ability to perform Stockholder and its obligations under this Agreementsubsidiaries, considered as one entity. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementFINRA.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) Default under, or require the consent of any other party to, (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or (iii) benefit, any provision of applicable law or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling Stockholder, exceptexcept for any such contravention, in conflict, breach or Default as to which the case Company has obtained prior to the date hereof a valid waiver (a copy of which has been delivered to counsel for the foregoing clauses (iiUnderwriters) and any such consent as has been obtained by the Company prior to the date hereof (iii) as would not, individually or in a copy of which has been delivered to counsel for the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this AgreementUnderwriters). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required have been obtained or made and are in full force and effect under the Securities Act, Section 12(g) of the Exchange Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementNASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations underunder this Agreement, this the Custody Agreement and the Power of Attorney will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) Default under, or require the consent (except for such consents that have been obtained) of any other party to, (i) the limited partnership agreement of the Selling Stockholder, (ii) to any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or (iii) benefit, any provision of applicable law or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling Stockholder, exceptexcept for such conflicts, in breaches, or defaults that would not affect the case ability of the foregoing clauses (ii) and (iii) as would not, individually or in Selling Stockholder to consummate the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreementtransactions contemplated hereby. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementNASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) Default under, or require the consent of any other party to, (i) the limited partnership charter or by-laws, trust agreement or other organizational documents of the such Selling Stockholder, (ii) Stockholder or any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or (iii) bound, any provision of applicable law or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling Stockholder, exceptexcept for such consents that have been obtained or other than such conflicts, in the case of the foregoing clauses (ii) and (iii) as would notbreaches, or Defaults that, individually or in the aggregate, reasonably be expected to could not materially impact the and adversely affect such Selling Stockholder’s 's ability to perform its obligations under this Agreementconsummate the transactions contemplated hereby. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required have been obtained or made and are in full force and effect under the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementNASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder Shareholder of, and the performance by the such Selling Stockholder Shareholder of its obligations under, this Agreement Agreement, will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to, (i) the certificate of incorporation, limited partnership agreement or limited liability company agreement or similar organization document, as the case may be, of the such Selling StockholderShareholder, (ii) any other agreement or instrument to which the such Selling Stockholder Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the such Selling Stockholder Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling StockholderShareholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the have a material adverse effect on such Selling StockholderShareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder Shareholder of the transactions contemplated in this Agreement, except (A) such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been or will be made or obtained on or prior to the date of Closing Date or (B) as would not, individually or in the aggregate, have a material adverse effect on such Selling Shareholder’s ability to perform its obligations under this Agreement.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) Default under, or require the consent of any other party to, (i) the limited charter or by-laws, partnership agreement, trust agreement or other organizational documents of the Selling Stockholder, (ii) Stockholder or any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or (iii) benefit, any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except (i) where the failure to obtain any such consent, approval, authorization or other order or to register or file, as the case may be, would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the Selling Stockholder’s ability to perform its obligations under this Agreement, and (ii) such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA Nasdaq and such other approvals as have been obtained on or prior to the date of this AgreementFINRA.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement Agreement, and, with respect to the Management Selling Stockholder, the Notice, will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to, (i) the limited partnership agreement of the KKR Selling Stockholder, (ii) any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the such Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the Selling Stockholder of, and the performance by the such Selling Stockholder Shareholder of its obligations underunder this Agreement, this the Custody Agreement and the Power of Attorney and the consummation by such Selling Shareholder of the transactions contemplated hereby and thereby, (i) have been duly authorized by or on behalf of such Selling Shareholder and, except in the case of Selling Shareholders who are natural persons, will not contravene or conflict with, result in any violation of the provisions of the charter or by-laws, partnership agreement or operating agreement or similar organizational document of such Selling Shareholder, (ii) will not conflict with or constitute a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) Default under, or require the consent of any other party toto (except for those consents which have been validly obtained or waived prior to the date hereof), (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the such Selling Stockholder Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge benefit, except as would not prevent the consummation by such Selling Shareholder of Offered Shares or the transactions contemplated hereby, and (iii) will not result in any provision violation of any law (provided no representation is made with respect to compliance with federal, state, or other applicable law securities or any judgmentantifraud laws), order, administrative regulation or administrative order or court decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling StockholderShareholder, except, in the case of the foregoing clauses (ii) and (iii) ), for any such conflict, breach, Default, failure to obtain such consent or violation as would not, individually or in not prevent the aggregate, reasonably be expected to materially impact consummation by such Selling Shareholder of the Selling Stockholder’s ability to perform its obligations under this Agreementtransactions contemplated hereby and thereby. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for such Selling Shareholder’s execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney and the consummation by the such Selling Stockholder Shareholder of the transactions contemplated in this Agreementhereby and thereby, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementFINRA.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) Default under, or require the consent of any other party to, (i) the limited partnership agreement charter or by-laws, or other organizational documents of the such Selling Stockholder, (ii) any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or benefit, (iii) any provision of applicable law or (iv) any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling Stockholder, except, in the case of the foregoing clauses (ii), (iii) and (iii) as iv), for any conflicts, breaches or defaults which would not, individually or in the aggregate, not reasonably be expected to materially impact the and adversely affect such Selling Stockholder’s ability to perform its consummate the sale of Shares by such Selling Stockholder to the Underwriters as contemplated hereby or to satisfy the other obligations under this Agreementof such Selling Stockholder hereunder. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementFINRA.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) any Default under, or require the consent of any other party to, (i) the limited charter or by-laws, partnership agreement, trust agreement or other organizational documents of the such Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or and (iii) will not result in any provision violation of applicable law any statute, law, regulation, order or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body body, arbitrator or arbitrator other authority having jurisdiction over the such Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually Stockholder or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreementproperties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from FINRA, if applicable; provided that the FINRA operation of the transfer restrictions contained in the Company’s Certificate of Incorporation and such other approvals as have been obtained on or prior to described in the date Disclosure Package and the Prospectus shall not be deemed a violation of this Agreementrepresentation.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the Selling Stockholder Stockholders of, and the performance by the each Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to, (i) the limited charter or by-laws, partnership agreement agreement, or other organizational documents of the applicable Selling Stockholder, (ii) Stockholder or any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or (iii) benefit, any provision of applicable law or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling Stockholder, exceptexcept for such contraventions, in conflicts, breaches, defaults or consents that have been duly waived or would not be reasonably expected to adversely affect the case consummation of the foregoing clauses (ii) and (iii) as would not, individually transactions contemplated by this Agreement or in the aggregate, reasonably be expected to materially impact ability of the Selling Stockholder’s ability Stockholders to perform its their obligations under this Agreementhereunder. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder Stockholders of the transactions contemplated in this Agreement, except such as may be required have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementNASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the Selling Stockholder Sellers of, and the performance by the Selling Stockholder Sellers of its their obligations under, this Agreement (i) will not contravene conflict with or conflict with, result in constitute a breach of, or constitute a default (orunder, with the giving of or without notice or lapse the passage of time, would be in default) under, or require the consent of any other party to, (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which any of the Selling Stockholder Sellers is a party or by which it is any of the Sellers are or may be bound or under which it is any of the Sellers are or may be entitled to any right or benefit including benefit, (ii) will not result in any pledge violation of Offered Shares any statute, law, regulation, order or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder Sellers of any court, regulatory body, administrative agency, governmental body body, arbitrator or arbitrator other authority having jurisdiction over any of the Selling StockholderSellers or their respective properties, except, except in the case of the foregoing clauses (i) and (ii) and (iii) as would not, not individually or in the aggregate, aggregate be reasonably be expected to materially impact impair in any material respect the Selling Stockholder’s ability of the Sellers to perform its obligations under consummate the transactions contemplated by this Agreement, or (iii) will not result in the imposition or creation of any Lien upon or with respect to the Shares. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by any of the Selling Stockholder Sellers of the transactions contemplated in this Agreement, except such as may (A) have been obtained or made in connection with the Sale and are in full force and effect and (B) will be required obtained or made in connection with the underwritten offering contemplated in Section 5.2(a) hereof under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementNasdaq Stock Market.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) Default under, or require the consent of any other party to, (i) the limited partnership agreement charter or by-laws, or other organizational documents of the such Selling Stockholder, (ii) Stockholder or any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or (iii) benefit, any provision of applicable law or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling Stockholder, exceptexcept in each case for such contraventions, in the case of the foregoing clauses (ii) and (iii) conflicts, breaches, or Defaults as would not, individually or in the aggregate, reasonably be expected to materially impact the impair in any material respect such Selling Stockholder’s ability to perform its obligations under this Agreementhereunder and thereunder. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except (i) such as may be required under the Securities Act, the Exchange Act, the rules and regulations of Nasdaq, applicable state or non-US jurisdiction securities or blue sky laws and from the FINRA and (ii) such other approvals as have been that, if not obtained on or prior made, would not reasonably be expected to materially impair the date ability of such Selling Stockholder to consummate the transactions contemplated by this Agreement.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, under this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) Default under, or require the consent of any other party to, (i) the limited charter or by-laws, partnership agreement, trust agreement or other organizational documents of the Selling Stockholder, Stockholder or (ii) any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares benefit, or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, except in the case of the foregoing clauses (ii) and or (iii) ), for such contraventions, conflicts, breaches or Defaults as would not, individually or in the aggregate, reasonably be expected to materially impact impair in any material respect the Selling Stockholder’s ability to perform its obligations under this Agreementhereunder and thereunder. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals or as have been obtained on would not, individually or prior in the aggregate, impair in any material respect the Selling Stockholder’s ability to the date of this Agreementperform its obligations hereunder.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and its Power of Attorney will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) Default under, or require the consent of any other party to, (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or (iii) benefit, any provision of applicable law or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling Stockholder, exceptexcept for any such contravention, in conflict, breach or Default as to which the case Company has obtained prior to the date hereof a valid waiver (a copy of which has been delivered to counsel for the foregoing clauses (iiUnderwriters) and any such consent as has been obtained by the Company prior to the date hereof (iii) as would not, individually or in a copy of which has been delivered to counsel for the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this AgreementUnderwriters). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required have been obtained or made and are in full force and effect under the Securities Act, Act or applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementNASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) Default under, or require the consent of any other party to, (i) the limited partnership agreement charter or by-laws or other organizational documents of the such Selling Stockholder, (ii) Stockholder or any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or (iii) benefit, any provision of applicable law or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling Stockholder, exceptexcept for such violations, in the case of the foregoing clauses (ii) and (iii) conflicts, Defaults or breaches as would notnot be reasonably expected to have, individually or in the aggregate, reasonably be expected to materially impact the a material adverse effect on such Selling Stockholder’s ability to perform its obligations under consummate the transactions contemplated by this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, Agreement except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA NASD and except where the failure to make any such other approvals as have been obtained filing or to obtain any such authorization, approval, consent, license, order, registration qualification or decree would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on or prior such Selling Stockholder’s ability to consummate the date of transactions contemplated by this Agreement.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement (i) will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) any Default under, or require the consent of any other party to, (i) the limited charter or by-laws, partnership agreement or other organizational documents of the such Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or and (iii) will not result in any provision violation of applicable law any statute, law, regulation, order or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body body, arbitrator or arbitrator other authority having jurisdiction over the such Selling StockholderStockholder or its properties, except, in the case of the foregoing clauses (ii) and (iii) as each case, where such violations, conflicts, breaches or defaults would notnot have, either individually or in the aggregate, reasonably be expected a material adverse effect on the ability of such Selling Stockholder to materially impact consummate the Selling Stockholder’s ability to perform its obligations under this Agreementtransactions contemplated hereby. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except (i) such as have been obtained or made on or prior to the Closing Date, (ii) such as have been obtained and are in full force and effect under the Securities Act, (iii) for such consents, approvals, authorizations or orders as would not adversely affect the Underwriter and as would not have, either individually or in the aggregate, a material adverse effect on the ability of such Selling Stockholder to consummate the transactions contemplated hereby or thereby and (iv) such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementNASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) Default under, or require the consent of any other party to, (i) the limited partnership agreement charter or by-laws or other organizational documents of the such Selling Stockholder, (ii) Stockholder or any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or (iii) benefit, any provision of applicable law or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling Stockholder, exceptexcept for such violations, in the case of the foregoing clauses (ii) and (iii) conflicts, Defaults or breaches as would notnot be reasonably expected to have, individually or in the aggregate, reasonably be expected to materially impact the a material adverse effect on such Selling Stockholder’s 's ability to perform its obligations under consummate the transactions contemplated by this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, Agreement except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA NASD and except where the failure to make any such other approvals as have been obtained filing or to obtain any such authorization, approval, consent, license, order, registration qualification or decree would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on or prior such Selling Stockholder's ability to consummate the date of transactions contemplated by this Agreement.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder (or in the case of ARCC PCP L.P., by the general partner in respect of ARCC PCP L.P.) of, and the performance by the such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) Default under, or require the consent of any other party (except for any consent that has already been obtained) to, (i) the limited charter or by-laws, partnership agreement, trust agreement or other organizational documents of the such Selling Stockholder, (ii) any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling Stockholder, except, except in the case of the foregoing clauses (ii) and or (iii) ), as would not, individually or in the aggregate, be reasonably be expected to materially impact have a Material Adverse Effect or to effect the ability of such Selling Stockholder’s ability Stockholder to execute, deliver and perform its obligations under the actions contemplated by this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as may have been obtained or be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementFINRA.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) Default under, or require the consent of any other party to, to (i) the limited partnership liability agreement or other organizational documents of the Selling Stockholder, Stockholder (ii) any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or benefit, (iii) any provision of applicable law or (iv) any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, ; except in the case of the foregoing clauses (ii), (iii) and (iiiiv) hereof, for such contraventions, conflicts, breaches, or defaults as would not, individually or in the aggregate, reasonably be expected to materially impact impair in any material respect the Selling Stockholder’s ability to perform its obligations under consummate the transactions contemplated by this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except (x) where the failure to obtain any such consent, approval, authorization or other order or to register or file, as the case may be, would not, individually or in the aggregate, impair in any material respect the Selling Stockholder’s ability to consummate the transactions contemplated by this Agreement, (y) such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and or (z) such other approvals as have already been obtained on or prior to the date of this Agreementobtained.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement, the Pricing Agreement, the Custody Agreement and its Power of Attorney, the sale of the Shares to be sold by such Selling Stockholder and the consummation by such Selling Stockholder of the transactions herein and therein contemplated, will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) Default under, or require the consent of any other party to, (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or (iii) benefit, any provision of applicable law or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling Stockholder, exceptexcept for any such contravention, in conflict, breach or Default as to which the case Company has obtained prior to the date hereof a valid waiver (a copy of which has been delivered to counsel for the foregoing clauses (iiUnderwriters) and any such consent as has been obtained by the Company prior to the date hereof (iii) as would not, individually or in a copy of which has been delivered to counsel for the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this AgreementUnderwriters). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required have been obtained or made and are in full force and effect under the Securities Act, Act or applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementNASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder Stockholder, or such Selling Stockholder’s Attorney-in-Fact, as applicable, of, and the performance by the such Selling Stockholder of its obligations under, this Agreement Agreement, and, with respect to the Management Selling Stockholders, the Power of Attorney and Stock Power, will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to, (i) the limited partnership agreement of the KKR Selling Stockholder, (ii) any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the such Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement and the Power of Attorney (if applicable) (i) will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) any Default under, or require the consent of any other party to, (i) to the limited partnership agreement or other organizational documents of the such Selling StockholderStockholder (if applicable), (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or and (iii) will not result in any provision violation of applicable law any statute, law, regulation, order or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body body, arbitrator or arbitrator other authority having jurisdiction over the such Selling StockholderStockholder or its properties, except, except in the case of the foregoing clauses (ii) and (iii) as for such conflicts, breaches, Defaults or violations that would not, individually or in not materially and adversely affect the aggregate, reasonably be expected to materially impact consummation by such Selling Stockholder of the Selling Stockholder’s ability to perform its obligations under transactions contemplated by this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementFINRA.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to, (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares benefit, or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement.

Non-Contravention; No Further Authorizations or Approvals Required. The execution execution, delivery and delivery by the Selling Stockholder of, and the performance by the such Selling Stockholder Shareholder of its obligations under, this Agreement and consummation of the transactions contemplated hereby will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving any provision of notice or lapse of time, would be in default) under, or require the consent of any other party to, (i) the limited partnership agreement of the Selling Stockholderany applicable statute, law, rule or regulation, (ii) any other agreement the certificate of limited partnership, the limited partnership agreement, the certificate of formation or instrument to which the limited liability company agreement, as applicable, of such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or Shareholder, (iii) any provision of applicable law agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order, order or decree or regulation applicable to the Selling Stockholder of any court, regulatory governmental body, administrative agency, governmental body agency or arbitrator court having jurisdiction over the such Selling StockholderShareholder, except, in the case of the foregoing clauses (iii), (iii) and (iii) as iv), where any such contravention would not, individually or in the aggregate, not reasonably be expected to materially impact have a material adverse effect on the ability of such Selling Stockholder’s ability Shareholder to perform its obligations under this Agreement. No hereunder, and no consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for the execution, delivery or performance by such Selling Shareholder of this Agreement or consummation by the Selling Stockholder of the transactions contemplated in this Agreementhereby, except such as may be required under the Securities Act, applicable state securities or blue sky laws in connection with the offer and from sale of the FINRA and such other approvals as have been obtained on Securities or prior filing pursuant to Section 13(d) of the date of this AgreementExchange Act.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement and the Power of Attorney (i) will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) any Default under, or require the consent of any other party to, (i) the limited charter or by-laws, partnership agreement agreement, or other organizational documents of the such Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including benefit, except any pledge such conflict, breach or Default as would not adversely affect such Selling Stockholder's right and power to sell, transfer and deliver good and valid title free and clear of Offered all liens, encumbrances, equities and claims, all of the Shares or which may be sold by such Selling Stockholder pursuant to this Agreement and to comply with its other obligations hereunder, and (iii) will not result in any provision violation of applicable law any statute, law, regulation, order or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body body, arbitrator or arbitrator other authority having jurisdiction over the such Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually Stockholder or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreementproperties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required have been obtained by the Company or made and are in full force and effect under the Securities Act; provided, applicable however, no representation is made as to any state securities or foreign security laws, the blue sky laws and from of any jurisdiction or the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementNASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) Default under, or require the consent of any other party to, (i) the limited charter or by-laws, partnership agreement, trust agreement or other organizational documents of the such Selling Stockholder, (ii) any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or benefit, (iii) any provision of applicable law or (iv) any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling Stockholder, except, ; except in the case of the foregoing clauses (ii), (iii) and (iiiiv) hereof, for such contraventions, conflicts, breaches, or Defaults as would not, individually or in the aggregate, reasonably be expected to materially impact the impair in any material respect such Selling Stockholder’s ability to perform its obligations under this Agreementhereunder and thereunder. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementFINRA.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement Agreement, and, with respect to each Management Selling Stockholder, the Notice, will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to, (i) the limited partnership agreement of the KKR Selling Stockholder, (ii) any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the such Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement Agreement, the Power of Attorney and the Power of Attorney (i) will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) any Default under, or require the consent of any other party to, (i) the limited partnership agreement organizational documents of the such Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or and (iii) will not result in any provision violation of applicable law any statute, law, regulation, order or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body body, arbitrator or arbitrator other authority having jurisdiction over the such Selling StockholderStockholder or its properties, except, except in the case of the foregoing clauses (ii) and (iii) as ), for any such Default that would not, individually or in the aggregate, reasonably be expected to materially impact the have a material adverse effect on such Selling Stockholder’s Stockholder or its ability to perform its obligations under this Agreementconsummate the transactions contemplated hereby. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementNASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement, the Pricing Agreement, the Custody Agreement and its Power of Attorney will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) Default under, or require the consent of any other party to, (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or (iii) benefit, any provision of applicable law or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling Stockholder, exceptexcept for any such contravention, in conflict, breach or Default as to which the case Company has obtained prior to the date hereof a valid waiver (a copy of which has been delivered to counsel for the foregoing clauses (iiUnderwriters) and any such consent as has been obtained by the Company prior to the date hereof (iii) as would not, individually or in a copy of which has been delivered to counsel for the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this AgreementUnderwriters). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required have been obtained or made and are in full force and effect under the Securities Act, Act or applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementNASD.

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Stockholder of, and the performance by the such Selling Stockholder of its obligations under, this Agreement and the Power of Attorney (if applicable) (i) will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) any Default under, or require the consent of any other party to, (i) to the limited partnership agreement or other organizational documents of the such Selling StockholderStockholder (if applicable), (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which the such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Shares or and (iii) will not result in any provision violation of applicable law any statute, law, regulation, order or any judgment, order, decree or regulation applicable to the such Selling Stockholder of any court, regulatory body, administrative agency, governmental body body, arbitrator or arbitrator other authority having jurisdiction over the such Selling StockholderStockholder or its properties, except, except in the case of the foregoing clauses (ii) and (iii) as for such conflicts, breaches, Defaults or violations that would not, individually or in not materially and adversely affect the aggregate, reasonably be expected to materially impact consummation by such Selling Stockholder of the Selling Stockholder’s ability to perform its obligations under transactions contemplated by this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this AgreementNASD.